**Exhibit 10.27**

 

**EXECUTION COPY**

** **

**COLLABORATION AND LICENSEAGREEMENT**

** **

This COLLABORATION ANDLICENSE AGREEMENT (this “Agreement”), dated as of December 23, 2008(the “Execution Date”), is entered into by and between SYNTAPHARMACEUTICALS CORP., a Delaware corporation having a principal office at 45Hartwell Avenue, Lexington, MA 02421, U.S.A. (“SYNTA”), and F.HOFFMANN-LA ROCHE LTD, a Swiss corporation having a principal office located atGrenzacherstrasse124, CH-4070 Basel, Switzerland (“ROCHE BASEL”) and HOFFMANN-LAROCHE INC., a New Jersey corporation having a principal office at 340 KingslandStreet, Nutley, New Jersey 07110, U.S.A.  (“ROCHE NUTLEY”;ROCHE BASEL and ROCHE NUTLEY together referred to as “ROCHE”).

 

**INTRODUCTION**

** **

WHEREAS, ROCHE has expertiseand capability in the research, development, manufacture and commercializationof pharmaceutical products;

 

WHEREAS, SYNTA is abiopharmaceutical company focused on discovering, developing andcommercializing products for extending and enhancing the lives of patients withsevere medical conditions, including inflammatory and immune-mediated diseasesand disorders; and

 

WHEREAS, SYNTA and ROCHEdesire to collaborate on the discovery, research, development andcommercialization of certain potential products containing small-moleculecompounds that may be contributed to the collaboration by either party anddirected to the inhibition of calcium release-activated calcium channels.

 

NOW, THEREFORE, inconsideration of the mutual covenants contained herein and other good andvaluable consideration the receipt of which is hereby acknowledged, SYNTA andROCHE agree as follows:

 

# **ARTICLEI -DEFINITIONS**

# ** **

General.  When used in this Agreement, each of thefollowing terms shall have the meanings set forth in this Article I:

 

## 1.1.          “Affiliate” means any Person directly or indirectlycontrolled by, controlling, or under common control with, a Party, but only forso long as such control shall continue. For purposes of this definition, “control” (including, with correlativemeanings, “controlled by”, “controlling” and “under common control with”)means, with respect to a Person, possession, direct or indirect, of (a) thepower to direct or cause direction of the management and policies of suchPerson (whether through ownership of securities or partnership or otherownership interests, by contract or otherwise), or (b) at least fiftypercent (50%) of the voting securities (whether directly or pursuant to anyoption, warrant, or other similar arrangement) or other comparable equityinterests.  Anything to the contrary inthis paragraph notwithstanding, Genentech, Inc., a Delaware corporation (“Genentech”)and its subsidiaries, and Chugai Pharmaceutical Co., Ltd, a 

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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## Japanese corporation (“Chugai”) andits subsidiaries (each, Genentech, Chugai and their subsidiaries a “ROCHEEntity”), shall not be deemed an Affiliate of ROCHE unless ROCHE provideswritten notice to SYNTA of its desire to include a particular ROCHE Entity asan Affiliate of ROCHE.  ROCHE shall havethe right to include such ROCHE Entity in whole or in part, i.e. on a legalentity-by-legal entity basis. Notwithstanding such written notice, if any ROCHE Entity does not agreeto be bound by the terms and conditions of this Agreement, then such ROCHEEntity shall have none of the rights and obligations of an Affiliate of ROCHEunder this Agreement.  Notwithstandingthe preceding provisions, once an entity ceases to be an Affiliate, then suchentity shall, without any further action, cease to have any rights, includinglicense and sublicense rights, under this Agreement that it has by reason ofbeing an Affiliate but shall remain bound by the provisions of Article IXin accordance with its terms.

##  

## 1.2.          “Business Day” means a day that is not a Saturday,Sunday or a day on which banking institutions in Boston, Massachusetts, U.S.,or in Basel, Switzerland are authorized by Law to remain closed.

##  

## 1.3.          “Calendar Quarter” means each of the three (3) monthperiods ending on March 31, June 30, September 30, and December 31of any year.

##  

## 1.4.          “Change of Control” means, with respect to aParty:  (a) the acquisition by anyThird Party of beneficial ownership of fifty percent (50%) or more of thethen-outstanding common shares or voting power of such Party, other thanacquisitions by employee benefit plans sponsored or maintained by such Party;or (b) the consummation of a business combination involving such Party,unless, following such business combination, the stockholders of such Partyimmediately prior to such business combination beneficially own directly orindirectly more than fifty percent (50%) of the then-outstanding common sharesor voting power of the entity resulting from such business combination.

##  

## 1.5.          “Clinical Trial” means a Phase 1 Clinical Trial, aPhase 2 Clinical Trial, a Phase 2a Clinical Trial, a Phase 2b Clinical Trial ora Phase 3 Clinical Trial.

##  

## 1.6.          “Collaboration Compound” means any small-moleculecompounds Controlled by a Party which such Party knows or believes is a CRACChannel Inhibitor.  Any CollaborationCompound shall also include all pro-drugs, metabolites, constitutional andgeometric isomers, regioisomers, stereoisomers including enantiomers anddiastereoisomers, salt forms, hydrates, solvates and polymorphs of suchCollaboration Compound, all of which shall constitute a single CollaborationCompound.

##  

## 1.7.          “Commercialization” and “Commercialize” meansall activities undertaken relating to the marketing, promotion (includingadvertising, detailing and Phase 4 studies), any other offering for sale,distribution and sale of a product.

##  

## 1.8.          “Commercially Reasonable Efforts” means such levelof efforts required to carry out an obligation in a sustained mannerconsistent, as to ROCHE, with the efforts normally used by major globalpharmaceutical companies or, as to SYNTA, with the efforts normally used by 

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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## biopharmaceutical companies of comparablesize and resources and at the same stage of development as SYNTA, for a productor compound which is of similar market potential and at a similar stage ofdevelopment or commercialization, as applicable, taking into account theexistence of other competitive products in the market place or underdevelopment, the proprietary position of the product, the regulatory structureinvolved, the anticipated profitability of the product (without regard to anyamounts paid or payable with respect to Licensed Products under this Agreement)and other relevant factors.  It is alsoto be appreciated that a major global pharmaceutical company does not alwaysseek to market products in every country or seek regulatory approval for everypotential Indication, but that ROCHE shall undertake to commercialize LicensedProducts in the Major Markets absent a compelling reason not to do so.  It is understood that such products’potential may change from time to time based upon changing scientific, businessand marketing and return on investment considerations.  As a result, the exercise of diligence byROCHE is to be determined by judging ROCHE’s commercially reasonable effortstaken as a whole.

##  

## 1.9.          “Confidential Information” means all proprietaryKnow-how of a Party which are disclosed (whether in written, graphic, oral,electronic or other form) by or on behalf of such Party to another Partypursuant to this Agreement, including: information regarding a Party’s or itslicensor’s technology, products, business or financial status, and biologicalor chemical substances, formulations, techniques, methodology, equipment,sources of supply, patent positioning, and business plans.  The status, prospects or objectives regardingthe Research Program, Collaboration Compounds or Licensed Products shall bedeemed “Confidential Information” of both Parties.  All information disclosed prior to theEffective Date by or on behalf of either Party under, and subject to, any ofthe confidentiality agreements between SYNTA and ROCHE NUTLEY dated [***], and[***] or the confidentiality agreement between SYNTA and Roche Palo Alto LLC,an Affiliate of ROCHE, dated [***] (together, the “ConfidentialityAgreements”) shall be deemed “Confidential Information” of the disclosingParty hereunder.

##  

## 1.10.        “Contract Year” means each successive twelve (12)month period commencing on January 1, 2009 and on each anniversarythereof.

##  

## 1.11.        “Control” or “Controlled” means, with respectto any Patent Rights or Know-how and with respect to any Person, possession(whether by ownership or license, other than a license granted pursuant to thisAgreement) by such Person of the ability to grant the licenses or sublicensesas provided for herein without violating the terms of any agreement or otherarrangement with any Third Party.

##  

## 1.12.        “Co-promoted Product” means a Licensed Product withrespect to which SYNTA has exercised its Co-promotion Option pursuant to Section 5.3.

##  

## 1.13.        “Co-promotion” means the joint marketing and promotion(including detailing) of Licensed Products in the United States as furtherdescribed in Article V.

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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## 1.14.        “Cover”, “Covering” or “Covered” means,with respect to a product, composition, technology, process or method that, inthe absence of ownership of or a license granted under a Valid Claim, themanufacture, use, offer for sale, sale or importation of such product or thepractice of such technology, process or method would infringe such Valid Claim(or, in the case of a Valid Claim that has not yet issued, would infringe suchValid Claim if it were to issue).

##  

## 1.15.        “CRAC Channel” means the genes for the calciumrelease-activated calcium channel (also known by names [***].

##  

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

##  

## 1.17.        “Development” and “Develop” means, with respectto a Licensed Compound, non-clinical (including preclinical) and clinical drugdevelopment activities, pre-marketing activities and related research,including:  conducting toxicologystudies, DMPK studies, process and drug product (dosage form) development,statistical analysis and report writing, clinical trials for the purpose ofobtaining or maintaining Regulatory Approval (including post-marketing studiesintended to support Regulatory Approval but excluding Phase 4 studies) andregulatory affairs related to all of the foregoing.  Development shall not include Research.

##  

## 1.18.        “Development Cost” means the costs incurred by SYNTAfor its account after the Effective Date which are consistent with aDevelopment Plan and are specifically attributable to the Development ofLicensed Compounds or Licensed Products. Such costs shall mean the direct cost and indirect costs of all SYNTADevelopment personnel and Third Party costs, all of them incurred to furtherthe Development of Licensed Compounds or Licensed Products.  SYNTA shall calculate the direct and indirectcosts of SYNTA Development personnel based on the FTE Rate.

##  

## 1.19.        “Effective Date” means the Execution Date.

##  

## 1.20.        “EMEA” means the European Medicines Agency and anysuccessor agency thereto.

##  

## 1.21.        “EU” means the European Union, as it may be redefinedfrom time to time.

##  

## 1.22.        “Executive Officer(s)” means, with respect to SYNTA,the Chief Executive Officer of SYNTA, and with respect to ROCHE, Head of PharmaPartnering.

##  

## 1.23.        “FBMC” means, for a Licensed Product, the standardmanufacturing cost, as defined by the manufacturing Party’s standard costaccounting practices and policies and consistently applied by such Party.  FBMC shall include direct labor, materials,product testing costs, including quality control and quality assurance bulktesting and in-process testing (*e.g.*,adventitious virus and mycoplasma testing), and allocable overhead formanufacturing or contracting for each stage of the manufacturing process of theLicensed Product shipped.  In addition,FBMC includes failures that are considered normal yield losses that could bereasonably expected or justified in this area of technology, excess capacityand idle plant cost to 

##  

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

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## the extent associated with the LicensedProduct, and write off and disposal costs of expired goods (raw materials,intermediates and products).

##  

## 1.24.        “FDA” or “Food and Drug Administration” meansthe United States Food and Drug Administration and any successor agencythereto.

##  

## 1.25.        “Field” means all human pharmaceutical and diagnosticuses, excluding medical device uses.

##  

## 1.26.        “First Commercial Sale” means, with respect to aLicensed Product in a country in the Territory, the first *bona fide*arms-length sale of such Licensed Product sold to a Third Party in such countryby or on behalf of ROCHE, its Affiliates or Sublicensees after RegulatoryApproval has been obtained for such Licensed Product in such country.

##  

## 1.27.        “First Licensed Compound” means, with respect to eachstage of Development (the early stages of which are described in Section 2.4.1),the first Licensed Compound to enter such stage of Development during the Term.

##  

## 1.28.        “FTE” means a full-time equivalent person-year(consisting of a total of [***] hoursper year) of scientific, technical, or managerial work on or directly relatedto activities performed under the Research Plan or Development Plan.

##  

## 1.29.        “FTE Rate” means $[***] per FTE, increased annually bythe percentage increase in the Consumer Price Index (“CPI”) as of thethen-most-recent December 31 over the CPI as of December 31,[***].  [***] $[***].  As used in this Section 1.29, ConsumerPrice Index or CPI means the Consumer Price Index — Urban Wage Earners andClerical Workers, US City Average, All Items, 1982-84 = 100, published by theUnited States Department of Labor, Bureau of Labor Statistics (or its successorequivalent index).

##  

## 1.30.        “Generic Competition” means, with respect to aLicensed Product in any country in the Territory in a given Calendar Quarter,if, during such Calendar Quarter, one or more Generic Products shall becommercially available in such country and such Generic Products shall have amarket share of [***] percent ([***]%) or more of the aggregate market in suchcountry of such Licensed Product and Generic Products (based on sales of unitsof such Licensed Product and such Generic Products, as reported by IMSInternational, or if such data are not available, such other reliable datasource as reasonably determined by ROCHE and agreed by SYNTA).

##  

## 1.31.        “Generic Product” means, with respect to a LicensedProduct in a country, any pharmaceutical product sold by a Third Party notauthorized by or on behalf of ROCHE or its Affiliates, that (a) containsas an active pharmaceutical ingredient the same CRAC Channel Inhibitor (or itspro-drug, metabolite, constitutional or geometric isomer, regioisomer,stereoisomer including enantiomer or diastereoisomer, salt form, hydrate,solvate or polymorph of such CRAC Channel Inhibitor), as the one contained insuch Licensed Product, (b) is “a therapeutic equivalent” to such LicensedProduct as such term is used in the Approved Drug Products with TherapeuticEquivalence Evaluations published by the FDA Center for Drug 

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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## Evaluation and Research or any successorpublication, and (c) is approved in reliance on the prior approval of suchLicensed Product as determined by the applicable Regulatory Authority in suchcountry.

##  

## 1.32.        “GLP Toxicology Study” means an *in vivo*toxicology study designed to be no less than [***] ([***]) days in duration,that is conducted in compliance with GLP and is required to meet therequirements for filing an IND.

##  

## 1.33.        “GLP” or “Good Laboratory Practice” meanscurrent good laboratory practice standards promulgated or endorsed by the FDAas defined in 21 C.F.R. Part 58, or any comparable regulatory standards inany country other than the United States.

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## 1.34.        “IND” or “Investigational New Drug Application”means an Investigational New Drug Application filed with the FDA in the UnitedStates or any equivalent counterpart in any country other than the UnitedStates, including all supplements and amendments thereto.

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## 1.35.        “Indication” means any human disease or condition, orsign or symptom of a human disease or condition.

##  

## 1.36.        “Initiation” means, with respect to a Clinical Trial,the first dosing of the first patient enrolled in such Clinical Trial with aLicensed Product; and with respect to a GLP Toxicology Study, the first dosingof the first mammal in such study.

##  

## 1.37.        “Joint Intellectual Property” means the Joint Know-howand Joint Patent Rights.

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## 1.38.        “Joint Know-how” means Know-how that is developed byone or more employees, agents or consultants of SYNTA or any of its Affiliates,on the one hand, and one or more employees, agents or consultants of ROCHE orany one of its Affiliates, on the other hand, in the conduct of Research,Development, Manufacturing or Commercialization of Collaboration Compounds,Licensed Compounds or Licensed Products, including Joint Inventions.

##  

## 1.39.        “Joint Patent Rights” means all Patent Rights thatclaim or disclose Joint Know-how.

##  

## 1.40.        “Know-how” means any information and materials,whether patentable or not, including (a) ideas, discoveries, inventions,improvements or trade secrets, (b) pharmaceutical, chemical and biologicalmaterials, products and compositions, (c) tests, assays, techniques, data,methods, procedures, formulas, or processes, (d) technical, medical,clinical, toxicological, and other scientific data and other informationrelating to any of the foregoing, and (e) drawings, plans, designs,diagrams, sketches, specifications, or other documents containing or relatingto such information or materials.

##  

## 1.41.        “Law” or “Laws” means all laws, statutes,rules, regulations, orders, judgments, or ordinances having the effect of lawof any federal, national, multinational, state, provincial, county, city orother political subdivision.

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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

##  

## 1.43.        “Licensed Product” means any pharmaceutical productcontaining as an active pharmaceutical ingredient a Licensed Compound; provided,however, that such product may not contain an active pharmaceuticalingredient having a composition of matter that is Covered by SYNTA PatentRights unless such active pharmaceutical ingredient is a Licensed Compound.

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## 1.44.        “Major EU Country” means France, Germany, Italy, Spainor the United Kingdom.

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## 1.45.        “Major Market” means any Major EU Country, Japan, orthe United States.

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## 1.46.        “Manufacture” means all activities related to themanufacturing of a compound or product, including test method development andstability testing, formulation, process development, manufacturing scale-up,manufacturing for use in non-clinical and clinical studies, manufacturing forcommercial sale, packaging, release of product, quality assurance/qualitycontrol development, quality control testing (including in-process, in-processrelease and stability testing) and release of product or any component oringredient thereof, and regulatory activities related to all of the foregoing.

##  

## 1.47.        “Marketing Exclusivity” means, with respect to apharmaceutical product in a country: (a) the exclusivity afforded to thepharmaceutical product for being the first drug product containing the activeingredient to receive regulatory approval in that country, (b) pediatricexclusivity, or (c) orphan drug exclusivity, but only when thepharmaceutical product does not also have a non-orphan drug indication that isnot protected by an unexpired exclusivity.

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## 1.48.        “MHLW” means the Japanese Ministry of Health, Laborand Welfare and any successor agency thereto.

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## 1.49.        “NDA” means a New Drug Application or a supplementalNew Drug Application, as defined in 21 C.F.R. §§314.50 and 314.70,respectively, filed with the FDA with respect to a Licensed Product, or anequivalent application filed with the Regulatory Authority of a country in theTerritory other than the United States, including any Marketing AuthorizationApplication filed with the EMEA.

##  

## 1.50.        “Net Sales” means the amount calculated by subtractingfrom the amount of Adjusted Gross Sales (as defined below) a lump sum deductionof (1) [***] percent ([***]%) of 

 

Portions of this Exhibit were omitted and havebeen filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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## Adjusted Gross Sales, with respect to NetSales in the United States, (2) [***] percent ([***]%) of Adjusted GrossSales, with respect to Net Sales in the Major Markets (other than the U.S.) andCanada, and (3) [***] percent ([***]%) of Adjusted Gross Sales, withrespect to Net Sales in all territories other than those set forth in clause (1) and(2) above, in lieu of all deductions corresponding to charges allocable tothe sale of Licensed Product and paid by ROCHE but which are not accounted forby ROCHE, its Affiliates, ROCHE Entities and Sublicensees on aproduct-by-product basis in the calculation of Adjusted Gross Sales (e.g.,outward freights, postage charges, transportation insurance, packagingmaterials for dispatch of goods, custom duties, bad debt expense).

##  

For purposes of thisdefinition of “Net Sales”, “Adjusted Gross Sales” shall mean the amountof gross sales of Licensed Product invoiced by ROCHE, its Affiliates, ROCHEEntities and its Sublicensees to Third Parties less deductions (which deductionsshall in all cases be as consistently applied by ROCHE to its products) for:

 

#### (a)                   Governmentalprice reductions and changes to reserves for governmental price reductions,such as rebates to managed care organizations or social and welfare systems,charge backs or reserves for chargebacks, cash sales incentives (but only tothe extent it is a sales related deduction which is accounted for within ROCHEon a product-by-product basis), government mandated rebates and similar typesof rebates (e.g., Pharmaceutical Price Regulation Scheme, Medicaid, clawbackschemes and any other similar such scheme);

####  

#### (b)                   Contractpricing chargebacks and changes to reserves of contract pricing chargebacks,such as periodic charges of wholesalers and chargebacks for price cappingprograms;

####  

#### (c)                   Customerrebates and changes to reserves of customer rebates, such as volume (quantity)discounts or price discounts;

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#### (d)                   Returns andreturn reserves, including allowances actually given for spoiled, damaged,out-dated, rejected, returned Licensed Product sold, withdrawals and recalls;

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#### (e)                   Cashdiscounts; and

####  

#### (f)                    Taxes, suchas value added or sales taxes, government mandated exceptional taxes and othertaxes directly linked to the gross sales amount (but excluding income orcapital gains taxes).

####  

For the avoidance of doubt,the “Adjusted Gross Sales” shall be determined on a LicensedProduct-by-Licensed Product basis using the same methodology as ROCHEconsistently uses to recognize sales in its financial reporting, which is inaccordance with the then-used International Financial Reporting Standards(IFRS), and is reviewed and approved by ROCHE’s external auditors, it beingunderstood that if the amount of any of the reserves accounted for as adeduction in the definition of “Adjusted Gross Sales” above exceeds the actualamount for which the reserve was established, the amount of such excess shallbe treated as Net Sales.

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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Notwithstanding theforegoing, amounts received by ROCHE, its Affiliates, ROCHE Entities andSublicensees for the sale of Licensed Product among ROCHE, its Affiliates,ROCHE Entities or Sublicensees for resale shall not be included in thecomputation of Adjusted Gross Sales or Net Sales.

 

If a Licensed Product issold as part of a Combination Product (as defined below), the Net Sales of theLicensed Product, for the purposes of determining royalties based on Net Sales,shall be determined country-by-country by multiplying the Net Sales of theCombination Product (as determined using the standard Net Sales definition),during the applicable reporting period, by the fraction, A/(A+B), where A isthe average sale price of the Licensed Product when sold separately in similarquantities in finished form and B is the average sales price of the othercompounds having independent therapeutic activity included in the CombinationProduct when sold separately in similar quantities in finished form, in eachcase in the same country as the Combination Product during the applicablereporting period or, if sales of both the Licensed Product and the othercompounds having independent therapeutic activity did not occur in such period,then in the most recent reporting period in which sales of both occurred in thesame country as the Combination Product. If such average sale price cannot be determined for both the LicensedProduct and all other compounds having independent therapeutic activityincluded in the Combination Product, Net Sales of the Licensed Product for thepurposes of determining royalty payments shall be calculated by multiplying theNet Sales of the Combination Product by the fraction of C/(C+D) where C is thefair market value of the Licensed Product and D is the fair market value of allother compounds having independent therapeutic activity included in theCombination Product.  In such event,ROCHE shall in good faith make a determination of the respective fair marketvalues of the Licensed Product and all other compounds having independenttherapeutic activity included in the Combination Product, and shall notifySYNTA of such determination and provide SYNTA with data to support suchdetermination.  SYNTA shall have theright to review such determination and supporting data, and to notify ROCHE ifit disagrees with such determination.  IfSYNTA does not agree with such determination and if the Parties are unable toagree in good faith as to such respective fair market values, then such mattershall be resolved in accordance with Section 13.2.

 

As used in this Agreement, “CombinationProduct” means any Licensed Product containing one or more additionalactive pharmaceutical compounds having independent therapeutic activity otherthan a Licensed Compound.

 

## 1.51.     “Party” or “Parties” means SYNTA or ROCHE, as thecontext requires.

##  

## 1.52.     “Patent Rights” means all rights under any patent orpatent application, in any country or jurisdiction in the Territory, includingany patents issuing on such patent application and any substitution, extensionor supplementary protection, certificate, reissue, reexamination, renewal,division, continuation or continuation-in-part of any of the foregoing.

##  

## 1.53.     “Person” means any natural person, corporation, generalpartnership, limited partnership, joint venture, proprietorship or otherbusiness organization or a governmental agency or a political subdivisionthereto.

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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## 1.54.     “Phase 1 ClinicalTrial” means a human clinical trial in any country, the principalpurpose of which is a preliminary determination of safety in individuals orpatients, that would satisfy the requirements of 21 C.F.R. §312.21(a), or anequivalent clinical study required by a Regulatory Authority outside of theUnited States.

##  

## 1.55.     “Phase 2 ClinicalTrial” means a human clinical trial conducted in any country,intended to explore multiple doses, dose response, and duration of effect togenerate initial evidence of safety and activity in a target patientpopulation, that would satisfy the requirements of 21 C.F.R. §312.21(b), or anequivalent clinical study required by a Regulatory Authority outside of theUnited States.

##  

## 1.56.     “Phase 2a ClinicalTrial” means, as to a particular Licensed Compound for anIndication, a Phase 2 Clinical Trial, or the relevant portion thereof,conducted in a sufficient number of patients to generate sufficient data, ifsuccessful, to commence a Phase 2b Clinical Trial or a Phase 3 Clinical Trialof such Licensed Compound for such Indication.

##  

## 1.57.     “Phase 2b ClinicalTrial” means, as to a particular Licensed Product for an Indication,a Phase 2 Clinical Trial, or the relevant portion thereof, conducted in asufficient number of patients to generate sufficient data, if successful, toeither commence a Phase 3 Clinical Trial of such Licensed Compound for suchIndication or file an NDA for such Licensed Product for such Indication.

##  

## 1.58.     “Phase 3 ClinicalTrial” means a human clinical trial in any country that wouldsatisfy the requirements of 21 C.F.R. §312.21(c), or an equivalent clinicalstudy required by a Regulatory Authority outside of the United States.

##  

## 1.59.     “Region” means each of the following:  (a) United States and Canada,collectively, (b) the EU, Iceland, Liechtenstein, Norway and Switzerland,collectively, (c) Japan, and (d) all countries in the rest of theworld, collectively.

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## 1.60.     “Regulatory Approval” means any approval (including, ifapplicable, pricing and reimbursement approvals), licenses, registrations orauthorizations by a Regulatory Authority that are necessary for the marketingand sale of product in a country or group of countries.

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## 1.61.     “Regulatory Authority” means any federal, national,multinational, state, provincial or local regulatory agency, department, bureauor other governmental entity with authority over the marketing, pricing or saleof a product in a country, including the FDA.

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## 1.62.    “Research” means all activities relating to the discovery,evaluation and early preclinical testing of a compound or product, includingidentification of potential candidates, synthesis and testing by *in vitro* or *in vivo* assays, leading up to (with respect to CollaborationCompounds) the nomination and approval for advancement into Development of aLicensed Compound(s).  Research shallexclude Development; providedhowever that Research and Developmentactivities with respect to any compound or product may proceed in parallel.

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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## 1.63.     “Research Program” means the conductof the Research activities described in the Research Plan.

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## 1.64.     “Right of Reference or Use” means a “rightof reference or use” as that term is defined in 21 C.F.R. §314.3(b), or anequivalent in a country in the Territory other than the United States.

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## 1.65.     “ROCHE Intellectual Property” meansthe ROCHE Know-how, the ROCHE Patent Rights, and ROCHE’s interest in the JointKnow-how and Joint Patent Rights.

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## 1.66.     “ROCHE Know-how” means, as of therelevant time during the Term, any Know-how that (a) is Controlled byROCHE or its Affiliates, and (b) is, at that time, necessary or useful forthe Research, Development, Manufacture or Commercialization of anyCollaboration Compound, Licensed Compound or Licensed Product; provided,however, that ROCHE Know-how excludes Joint Know-how.

##  

## 1.67.     “ROCHE Patent Rights” means as ofthe relevant time during the Term, all Patent Rights that are Controlled byROCHE or any of its Affiliates that, at such time, claim or disclose ROCHEKnow-how.  ROCHE Patent Rights excludeJoint Patent Rights.

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## 1.68.     “SYNTA Intellectual Property” meansthe SYNTA Know-how, the SYNTA Patent Rights and SYNTA’s interest in JointKnow-how and the Joint Patent Rights.

##  

## 1.69.     “SYNTA Know-how” means as of therelevant time during the Term, any Know-how that (a) is Controlled bySYNTA, and (b) is, at that time, necessary or useful for the Research,Development, Manufacture or Commercialization of any Collaboration Compound,Licensed Compound or Licensed Product; provided, however, thatSYNTA Know-how excludes Joint Know-how.

##  

## 1.70.     “SYNTA Patent Rights” means, as ofthe relevant time during the Term, all Patent Rights Controlled by SYNTA that,at such time, claim or disclose SYNTA Know-how. Certain SYNTA Patent Rights existing as of the Execution Date are set forth on Exhibit A; provided,however, that SYNTA Patent Rights exclude Joint Patent Rights.

##  

## 1.71.     “[***]” means [***].

##  

## 1.72.     “[***]” means [***].

##  

## 1.73.     “[***]” means [***].

##  

## 1.74.    “Sublicensee” means a Third Party towhom such Party has granted a sublicense pursuant to Sections 6.4, 12.6.6 or12.10.7.

##  

## 1.75.     “Territory” means all countries ofthe world, but excluding, with respect to any Licensed Compound (and anyproducts containing such Licensed Compound as an active ingredient), eachTerminated Region.

 

Portionsof this Exhibit were omitted and have been filed separately with the Secretaryof the Commission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

11

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## 1.76.     “Third Party” means any Person otherthan SYNTA or ROCHE or any of their respective Affiliates.

##  

## 1.77.     “United States” or “US” meansthe United States of America, its territories and possessions.

##  

## 1.78.     “Valid Claim” means any claim in any(a) unexpired and issued patent that has not been disclaimed, revoked orheld invalid by a final nonappealable decision of a court or other governmentalagency of competent jurisdiction, or (b) patent application that has notlapsed, in the case of a provisional patent application, or been cancelled,withdrawn or abandoned without the possibility of revival, nor has been pendingfor more than [***] ([***]) years from the earliest priority date claimed forsuch application.

##  

## 1.79.        Additional Definitions.  Each of the following definition is set forthin the section of this Agreement indicated below:

 
| **Definition:**            | ** ** | **Section:** |
|----------------------------|------------|--------------|
| AAA                        |       | 13.2.1       |
| Accounting Period          |       | 7.7.1        |
| Actual Costs               |       | 2.5.4        |
| Adjusted Gross Sales       |       | 1.51         |
| Agent                      |       | 9.1          |
| Agreement                  |       | Preamble     |
| Alliance Manager           |       | 3.1.3        |
| Bankruptcy Code            |       | 6.7          |
| Budget                     |       | 2.4.3        |
| Chugai                     |       | 1.1          |
| Combination Product        |       | 1.50         |
| Commercialization Decision |       | 5.3          |
| Confidentiality Agreements |       | 1.9          |
| Co-promotion Option        |       | 5.3          |
| Covered Excess Amount      |       | 2.5.4        |
| CPI                        |       | 1.29         |
| Development Plan           |       | 2.4.3        |
| Execution Date             |       | Preamble     |
| Genentech                  |       | 1.1          |
| Indemnified Party          |       | 11.3         |
| Indemnifying Party         |       | 11.3         |
| Infringement Claim         |       | 8.3.1        |
| Joint Inventions           |       | 8.1.1        |
| JRDC                       |       | 3.1.1        |
| JSC                        |       | 3.2.1        |
| Notice                     |       | 9.3.2        |
| Paragraph IV Certification |       | 8.6          |
| Patent Challenge           |       | 12.5         |

 

Portionsof this Exhibit were omitted and have been filed separately with the Secretaryof the Commission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

12

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| **Definition:**               | ** ** | **Section:** |
|-------------------------------|------------|--------------|
| Publishing Party              |       | 9.3.2        |
| Research Plan                 |       | 2.3.3        |
| Research Term                 |       | 2.3.1        |
| Royalty Term                  |       | 7.6.3(a)     |
| ROCHE                         |       | Preamble     |
| ROCHE BASEL                   |       | Preamble     |
| ROCHE Entity                  |       | 1.1          |
| ROCHE NUTLEY                  |       | Preamble     |
| SYNTA                         |       | Preamble     |
| Term                          |       | 12.1         |
| Terminated Commercial Product |       | 12.10.6      |
| Terminated Region             |       | 12.3         |
| Uncovered Excess Amount       |       | 2.5.4        |

 

# **ARTICLE II -COLLABORATION**

 

## 2.1.          Overview.  Theprimary objective of the collaboration between the Parties will be to identifyand select Collaboration Compounds under the Research Program that are suitablefor further Research and, subject to Section 2.4, to advance theDevelopment of such Collaboration Compounds as Licensed Compounds and theCommercialization of related Licensed Products in the Field, as furtherdescribed below.

##  

## 2.2.          Commercially Reasonable Efforts.  Each Party shall use Commercially ReasonableEfforts to conduct the activities which are assigned to such Party under theResearch Plan or any Development Plan; provided, however, thatneither Party guarantees the success of the Research Program or any individualResearch, Development or Manufacturing activity undertaken under the ResearchPlan or Development Plan.  Withoutlimiting ROCHE’s obligations pursuant to this Section 2.2, ROCHE shall useCommercially Reasonable Efforts to (a) Develop, at any given time, atleast one Licensed Compound, and (b) seek Regulatory Approval for at leastone Licensed Compound and then Commercialize each such approved LicensedProduct for each approved Indication in the Field in the Territory.

##  

## 2.3.          Research Program.

##  

### 2.3.1.       Research Term.  The initial term of the Research Programshall commence on January 1, 2009 and end on the second (2nd) anniversary thereof,unless (a) earlier terminated hereunder, or (b) extended by mutualagreement of the Parties for additional one (1) year term(s), in whichcase the Parties shall agree upon appropriate FTE commitment levels, budgetadjustments and other necessary amendments to the Research Plan (such initialtwo (2) year term, together with any extension, the “Research Term”).  The SYNTA FTE Rate for any such extensionshall be determined as set forth in Section 1.29.

###  

### 2.3.2.       Collaboration Compounds.  The Research Program shall be conducted onCollaboration Compounds; provided, however, that if, in thecourse of the Research Program, it 

 

Portionsof this Exhibit were omitted and have been filed separately with the Secretaryof the Commission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

13

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### is determined that any suchcompound is not a CRAC Channel Inhibitor, such compound shall no longer beconsidered a Collaboration Compound, and provided, further, thatany Collaboration Compound that is not a Licensed Compound as of the end of theResearch Term shall revert to the Controlling Party (including all rights theretoand to any Confidential Information with respect to such Collaboration Compoundwhich had been disclosed by such Controlling Party) and shall no longer bedeemed a Collaboration Compound for purposes of this Agreement.  It is the intent of the Parties that theinitial Collaboration Compounds with respect to which Research will beconducted under the Research Program will be the Collaboration CompoundsControlled and identified by SYNTA hereunder. Compounds Controlled by ROCHE will be included as a CollaborationCompound with respect to which Research will be conducted under the ResearchProgram and for other purposes of this Agreement only if mutually agreed by theParties.  The goal of the ResearchProgram is for one or more Licensed Compounds to be approved for advancementinto Development under Section 2.3.4.

###  

### 2.3.3.       Research Plan.  The initial plan for the first two (2) ContractYears of the Research Program is attached hereto as Exhibit B (asmay be amended from time to time upon mutual agreement of the Parties, the “ResearchPlan”).  The Parties agree andacknowledge that this Research Plan reflects, as of the Execution Date, SYNTA’sgood faith estimates of Research activities and the timing, internal costs, andexternal costs associated with such activities, all of which could be subjectto change.  During the Research Term,SYNTA and ROCHE shall prepare an updated Research Plan for the third and eachsubsequent Contract Year, if applicable, at least [***] ([***]) days prior tothe start of each such Contract Year. The Research Plan shall be consistent with the terms and conditions ofthis Agreement and shall be subject to review and approval by the JRDC and theJSC.  The Research Plan shall specify,among other things, (a) key objectives, (b) Research and relatedManufacturing activities to be performed up to nomination of a LicensedCompound for Development, (c) the number and types of FTEs to be assignedto specific activities and the Party supplying such FTEs, (d) costs andexpenses for services to be provided by Third Parties, (e) to the extentknown in advance, the academic collaborations and subcontractor arrangementsanticipated for the applicable Contract Year, and (f) the budget for theapplicable Contract Year.  With respectto the first (2) Contract Years, all FTEs specified in the Research Planshall be supplied by SYNTA.  For the sakeof clarity, neither the initial Research Plan attached hereto, nor anysubsequent Research Plan once agreed by the Parties, may be amended except bymutual agreement of the Parties.

###  

#### 2.3.4.       Licensed CompoundNomination.

####  

#### (a)                   EitherParty may nominate to the JDRC, for approval by the JSC, a Licensed Compoundfor advancement into Development leading up to a GLP Toxicology Study.  Upon request by a Party, the other Partyshall provide relevant available information and study results to support suchnomination.  If no Licensed Compound isapproved for advancement into Development during the Research Term or within[***] ([***])[***] after expiration of the Research Term, SYNTA shall have theoption, not the obligation, to perform the Development activities described in Section 2.4.1.

 

Portionsof this Exhibit were omitted and have been filed separately with the Secretaryof the Commission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

14

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####  

#### (b)                   ROCHEshall have no right to Develop or Commercialize any Licensed Compound (otherthan any activities that may be assigned to ROCHE under the Research Plan)unless and until such Licensed Compound has been nominated by the JRDC, andapproved by the JSC, for advancement into Development hereunder.

####  

## 2.4.          Development. The Parties shall pursue the Development of at least one LicensedCompound in accordance with a Development Plan and the remainder of this Article II,including seeking to pursue the Initiation of a GLP Toxicology Study.  For clarity, for each Licensed Compoundapproved by the JSC for advancement into Development under Section 2.3.4(a),a set of Development activities will be conducted prior to the Initiation of aGLP Toxicology Study, as exemplified in Exhibit C.  As of the Execution Date, the Parties agreethat [***] is anticipated to be the First Licensed Compound.

##  

### 2.4.1.       First Licensed Compound.  For the relevant First Licensed Compound,SYNTA (itself or through an Affiliate or a Third Party) shall, in accordancewith the Development Plans: conduct pre-IND Development, Phase 1 ClinicalTrials, and other nonclinical Development activities that are typicallyperformed during each of the foregoing Development stages, and shall have theright, at SYNTA’s option, to conduct a Phase 2a Clinical Trial for anIndication other than rheumatoid arthritis, provided, that suchIndication is part of the Development Plan.

###  

### 2.4.2.       Other Licensed Compounds.  Except as mutually agreed by the Parties oras set forth in Section 2.4.1, and subject to oversight by the JRDC andthe JSC, ROCHE shall be solely responsible for the Development of LicensedCompounds and Licensed Products in the Field and in the Territory in accordancewith the Development Plan and the terms and conditions of this Agreement; provided,however, that for Licensed Compounds other than the First LicensedCompound, the JRDC shall decide which Party shall conduct Development for suchLicensed Compound; provided, further, that the JRDC and JSCcannot require SYNTA to undertake such responsibility unless SYNTA agrees to doso.  Prior to the initiation of eachstage of activity to be so conducted by SYNTA with respect to any LicensedCompound, the Parties shall discuss and undertake to finalize the anticipatedscope, design, content, criteria, protocols, budget and other terms associatedwith the conduct of Development for such Licensed Compound and shall update theDevelopment Plan to reflect such agreement.

###  

### 2.4.3.       Development Plans.  For the First Licensed Compound, the initialDevelopment Plans through and including one Phase 2a Clinical Trial withrespect thereto are attached hereto as Exhibit C and Exhibit D(as may be amended from time to time upon mutual agreement of the Parties, the “DevelopmentPlans,” including the “Development Plan — Pre-IND” and “DevelopmentPlan — Phase 1 and Phase 2a,” respectively).  The Parties agree and acknowledge that theseinitial Development Plans reflect, as of the Execution Date, SYNTA’s good faithestimates of Development activities and the timing, internal costs, andexternal costs associated with such activities, all of which may be subject tochange.  With respect to the furtherDevelopment of the relevant First Licensed Compound or following the approvalfor advancement into Development of any subsequent Licensed Compound, SYNTA andROCHE, under the guidance of the JRDC, shall prepare initial or updatedDevelopment Plans directed to 

 

Portionsof this Exhibit were omitted and have been filed separately with the Secretaryof the Commission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

15

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### Development activities in the Territory forsuch Licensed Compound for the next twelve (12) month period.  An updated Development Plan for eachsubsequent twelve (12) month period will be prepared by SYNTA and ROCHE atleast [***] ([***]) days prior to the beginning of each such subsequent twelve(12) month period.  The Development Planshall be consistent with the terms and conditions of this Agreement, and shallbe subject to review and approval by the JRDC and the JSC.  The Development Plan shall specify, amongother things, (a) key objectives, (b) Development and relatedManufacturing activities to be performed with respect to a Licensed Compound,including Initiation of Clinical Trials, (c) the Party responsible forperformance of an activity, (d) the number and types of FTEs to beassigned to specific activities by SYNTA, (e) anticipated costs to beincurred under the Development Plans (the “Budget”) for the applicabletwelve (12) month period, and (f) Development timelines.  For the sake of clarity, neither the initialDevelopment Plans attached hereto, nor any subsequent Development Plan onceagreed by the Parties, may be amended except by mutual agreement of theParties.

###  

## 2.5.          Development Costs.

##  

### 2.5.1.       General.  ROCHE shall pay its own Development expensesin carrying out each Development Plan, and shall pay SYNTA for all DevelopmentCosts incurred pursuant to each Development Plan and the applicable Budget asset forth below.

###  

### 2.5.2.       Audit Rights.  ROCHE shall have the right to audit SYNTA toverify all of SYNTA’s Development Costs incurred pursuant to a Development Planand the Budget.

###  

#### (a)                   SYNTAshall keep, and shall require its Affiliates to keep, for [***] ([***]) years,full, true and accurate books of account containing all particulars that may benecessary for the purpose of calculating all Development Costs under thisAgreement. Such books of accounts shall be kept at SYNTA’s or the relevantAffiliate’s principal place of business. At the expense of ROCHE, ROCHE has theright to engage an independent, certified public accountant mutually acceptableto both Parties to perform, on behalf of ROCHE, an audit of such books andrecords of SYNTA and its Affiliates, that are deemed necessary by suchaccountant to report on Development Costs for the period or periods requestedby ROCHE and the correctness of any report or payments made under thisAgreement.  Such accountant shall nothave the authority to interpret this Agreement.

####  

#### (b)                   Upontimely request and at least [***] ([***]) days prior written notice from ROCHE,such audit shall be conducted, during regular business hours in such a manneras to not unnecessarily interfere with SYNTA’s or its Affiliates’ normalbusiness activities, and shall be limited to results in the [***] ([***])calendar years prior to audit notification.

####  

#### (c)                   Suchaudit shall not be performed more frequently than once per calendar year normore frequently than once with respect to records covering any specific periodof time.

 

Portionsof this Exhibit were omitted and have been filed separately with the Secretaryof the Commission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

16

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#### (d)                   Allinformation, data and documents herein referred to shall be used only for thepurpose of verifying Development Costs, shall be treated as SYNTA ConfidentialInformation subject to the obligations of this Agreement and need neither beretained more than the longer of one (1) year after completion of an audithereof, if an audit has been requested; nor more than [***] ([***]) years fromthe end of the calendar year to which each shall pertain; nor more than [***]([***]) [***] after the date of termination of this Agreement.

####  

#### (e)                   Thefinal audit report shall be shared by ROCHE and SYNTA.

####  

#### (f)                    Ifthe audit reveals an underpayment, ROCHE shall reimburse SYNTA for the amountof the underpayment within [***] ([***]) days with interest as set forth in Section 7.7.2.  If the audit reveals an overpayment, ROCHEshall have the right to credit the amount of such overpayment against the nextpayment payable to SYNTA hereunder. SYNTA shall pay for the audit costs if the audit reveals that anoverpayment of ROCHE exceeds [***] percent ([***]%).

####  

#### (g)                   Thefailure of ROCHE to request verification of any Actual Costs within the period duringwhich the corresponding records must be maintained under Section 2.5.2(d) willbe deemed acceptance of the Actual Cost payments and reports with respectthereto.

####  

### 2.5.3.       Budget.  It is agreed between the Parties that for thecalendar year 2009, the Budget for payment to SYNTA of its Development Costsunder the Development Plan as of the Execution Date is [***] dollars($[***]).  On or before October 1,2009 and not later than October 1 of each subsequent calendar year duringthe Term, the JSC shall approve annual Budgets for Development Costs scheduledfor the following year; such annual Budgets to be consistent with theDevelopment Plan(s).  Upon approval, theannual Budget shall be the Budget then in effect.

###  

### 2.5.4.       Payments to SYNTA; Reconciliation.  ROCHE shall pay to SYNTA the amount set forthas SYNTA’s Development Costs under the Budget for each Calendar Quarter on orbefore the later of (a) the first day of such Calendar Quarter or (b) [***]([***]) days after receipt of an invoice from SYNTA with respect to suchDevelopment Costs.  Within [***] ([***])days following the end of each such Calendar Quarter, SYNTA shall provide anaccounting to ROCHE of the actually incurred Development Costs during such CalendarQuarter (the “Actual Costs”).  Followingthe reporting by SYNTA of Actual Costs for each Calendar Quarter, the Partiesshall reconcile any difference between the amounts paid by ROCHE to SYNTA forDevelopment Costs and SYNTA’s Actual Costs for such Calendar Quarter.  If the amounts paid by ROCHE to SYNTA forDevelopment Costs exceed SYNTA’s Actual Costs during such Calendar Quarter,then the amount of such excess shall be credited to ROCHE against the nextpayment payable to SYNTA hereunder.  IfSYNTA’s Actual Costs during the Calendar Quarter exceeds by less than [***]percent ([***]%) the amount paid by ROCHE for Development Costs during suchCalendar Quarter (the amount of such excess, the “Covered Excess Amount”),then ROCHE shall pay the Covered Excess Amount to SYNTA as a supplemental payment.  If SYNTA’s Actual Costs during the CalendarQuarter exceeds by [***] 

 

Portionsof this Exhibit were omitted and have been filed separately with the Secretaryof the Commission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

17

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### percent ([***]%) or more theamount paid by ROCHE for Development Costs during such Calendar Quarter, then (y) ROCHEshall pay the Covered Excess Amount to SYNTA as a supplemental payment and (z) withrespect to the amount of such excess over and above the Covered Excess Amount(the “Uncovered Excess Amount”), ROCHE shall pay the Uncovered ExcessAmount but only if the JSC approves such Uncovered Excess Amount.  ROCHE shall pay SYNTA any Covered ExcessAmount and, to the extent payable by ROCHE hereunder, any Uncovered ExcessAmount within [***] ([***]) days after receipt of an invoice from SYNTAtherefor, subject to the cap of $[***] for calendar year 2009.  For purposes of clarity, ROCHE’s obligationunder this Section 2.5.4 to pay SYNTA for Development Costs shall beseparate from, and in addition to, ROCHE’s obligation under Section 7.2 topay SYNTA for internal and external Research costs incurred by SYNTA under theResearch Plan.

###  

## 2.6.          Manufacturing. Each Party shall be responsible for the Manufacture and supply of allpreclinical and clinical quantities of Collaboration Compounds Controlled bysuch Party in accordance with the Research Plan and Development Plan until suchtime as the Parties decide to transfer Manufacturing responsibility to ROCHEpursuant to Section 2.7.

##  

## 2.7.          Transfer of Responsibility to ROCHE.

##  

### 2.7.1.       Development; Regulatory.  Subject to Section 2.4,**SYNTA shall transfer to ROCHE all Developmentresponsibility with respect to a Licensed Compound, on a LicensedCompound-by-Licensed Compound basis, once the relevant Collaboration Compoundis designated a Licensed Compound or, if SYNTA is undertaking any Developmentactivities with respect to such Licensed Compound in accordance with Section 2.4,once SYNTA’s activities with respect to a GLP Toxicology Study or Phase 1Clinical Trials for such Licensed Compound are complete, in accordance with atransition plan to be established by the Parties, including the transfer toROCHE of any IND or other regulatory filings with respect to such LicensedCompound that are held by SYNTA in SYNTA’s name.  Notwithstanding the foregoing, for the FirstLicensed Compound, such transition shall occur promptly following completion ofthe first Phase 2a Clinical Trial, if such Clinical Trial is conducted bySYNTA, or promptly following completion of Phase 1 Clinical Trials, if SYNTAdoes not conduct the first Phase 2a Clinical Trial.  Each Party shall continue to use CommerciallyReasonable Efforts to perform critical Development activities which may beassigned to such Party under the relevant Development Plan, in a mannerconsistent with the transition plan, until the completion of such transfer ofDevelopment responsibility to ROCHE.

###  

### 2.7.2.       Manufacturing.  Unless otherwise agreed by the Parties,concurrently with the transfer of all Development responsibility to ROCHE withrespect to a Licensed Compound pursuant to Section 2.7.1 above, (a) SYNTAshall transfer to ROCHE, and ROCHE shall assume sole responsibility for, theManufacture of non-clinical, clinical and commercial quantities of suchLicensed Compound necessary for the Development and Commercialization ofLicensed Products in the Field in the Territory, at ROCHE’s sole cost andexpense, and (b) SYNTA shall provide to ROCHE reasonable technicalassistance, manufacturing and analytical Know-how, and material specificationsControlled by SYNTA that are necessary for ROCHE, its Affiliate or a ThirdParty manufacturer identified by ROCHE to Manufacture such Licensed Compound.

 

Portionsof this Exhibit were omitted and have been filed separately with the Secretaryof the Commission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

18

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### 2.7.3.       Technology Transfer.  If ROCHE requests that SYNTA provide ROCHEwith technical assistance in transferring technology required for themanufacture of a Licensed Compound at a manufacturing facility, then SYNTAshall provide for each such Licensed Compound one (1) visit of up to [***]([***]) [***] in duration of one full time SYNTA employee’s time to provide suchservices.  If ROCHE desires additionaltechnical assistance, then SYNTA, at its option, shall provide such assistanceand ROCHE shall compensate SYNTA on a time and materials basis at the FTE Rateper eight (8) hour day.  Subject tothe foregoing, SYNTA shall assistROCHE, asreasonably requested by ROCHE, in (a) causing the assignment to ROCHE ofany and all applicable Third Party manufacturing and supply agreements for suchLicensed Product, to the extent assignable and related to such Licensed Products,or (b) transferring the manufacturing process for such Licensed Product toROCHE or to a Third Party contract manufacturer engaged by ROCHE.  Such assistance shall include assisting ROCHEby providing reasonable technical and regulatory assistance and documentationrelating to the manufacture, testing and supply of such Licensed Product asnecessary for ROCHE to be qualified or to qualify a Third Party for themanufacturing of such Licensed Product.  Promptlyafter the transfer of all Development responsibility toROCHE with respect to a Licensed Compound pursuant to Section 2.7.1 above, SYNTA shalldeliver to ROCHE:  (i) [***]([***]) [***] of all intermediates pure enough to calibrate analytical instruments, (ii) analyticalmethods, (iii) batch records of the whole chemical synthesis, to theextent they exist, (iv) safety investigation (RC1, DSC, ARC) reports (ifany) for relevant chemical steps, and (v) a list of key suppliersincluding agreements (if any) and all respective lead times.

###  

## 2.8.          Exchange of Information.  For so long as a Party is conducting Researchactivities with respect to any Collaboration Compound or Development activitieswith respect to any Licensed Compound hereunder, each Party shall regularlyprovide the other Party, through the JRDC (if the JRDC remains in place), withall material information, data and results relating to such Research andDevelopment activities.

##  

## 2.9.          Recordkeeping. All Research and Development work conducted by either Party under theResearch Plan or Development Plan shall be completely and accurately recordedin separate laboratory notebooks, in sufficient detail and in good scientificmanner appropriate for patent and regulatory purposes.  Upon reasonable advance notice, and atreasonable intervals, each Party shall have the right to inspect and copy suchrecords of the other Party reflecting on work done under the Research Plan orDevelopment Plan, to the extent reasonably required to carry out its respectiveobligations and to exercise its respective rights hereunder.

##  

## 2.10.        Academic Collaborations; Subcontractors.  Subject to the oversight of the JRDC and,with respect to clause (a) below, the approval of the JSC, either Partymay enter into one or more agreements, solely in furtherance of conductingactivities assigned to such Party under the Research Plan or Development Plan,with (a) academic, research or other non-commercial institutions; or (b) subcontractors(e.g., a Third Party providing pharmacology or other services); in each caseunder clause (a) or (b), providedthat (i) such Partyshall use Commercially Reasonable Efforts to obtain ownership of any inventionsrelevant to the Research and Development activities contemplated under theResearch Plan or Development Plan, or an exclusive license, or option to securean exclusive license, with the right to grant sublicenses to 

 

Portionsof this Exhibit were omitted and have been filed separately with the Secretaryof the Commission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

19

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## the other Party, (ii) noneof the rights of the other Party hereunder are diminished or otherwiseadversely affected as a result of such subcontracting, and (iii) suchThird Party shall be bound to protect both Parties’ Confidential Information atleast as stringently as the confidentiality provisions set forth in Article IX(subject to reasonable variations to Section 9.3.2 as may be required byacademic, research or other non-commercial institutions).

##  

## 2.11.        Biological Samples. Subject to applicable Law and any restrictions or conditions imposed byinformed consents, institutional review boards, ethical committees or otherobligations to Third Parties, (a) as between the Parties, all biologicalsamples (i.e., blood and tissue samples) generated in connection with theclinical Development activities set forth in this Agreement shall be owned byROCHE, and (b) if the Parties reasonably agree that such samples will nolonger be used, either at such time or in the foreseeable future thereafter,for the Development of Licensed Compounds hereunder, ROCHE shall have the rightto use such samples for any purpose whatsoever and shall indemnify SYNTA andall its related Indemnified Parties with respect to any Third Party claimsarising out of such use.

 

# **ARTICLE III -GOVERNANCE; DECISION-MAKING**

 

## 3.1.          Joint Research and Development Committee.

##  

### 3.1.1.       Formation and Membership.  Within twenty (20) Business Days after theEffective Date, ROCHE and SYNTA shall establish a joint research anddevelopment committee (the “JRDC”) comprised of an approximately equalnumber of representatives of ROCHE and SYNTA, which number is recommended to bebetween three (3) and five (5) representatives of each Party, andeach of whom shall have experience and seniority sufficient to enable him orher to make day-to-day operational decisions on behalf of the Party herepresents.  Each Party may change anyone or more of its representatives to the JRDC at any time upon written noticeto the other Party.  SYNTA’sparticipation on the JRDC after the expiration of the Research Term shall be atSYNTA’s election.  From time to time, theJRDC may, in its discretion, establish one or more project teams, or identifyproject leaders from each Party, to, upon mutual agreement of the Parties,implement and coordinate various aspects of the Research Plan and theDevelopment Plans or other elements of the collaboration hereunder, such as Manufacturingtechnology transfer or coordination of patent prosecution matters as set forthin Section 8.2.

###  

### 3.1.2.       Administrative Matters.  The JRDC shall appoint a chairperson fromamong its members, who shall rotate annually during the Research Term betweenthe representatives from SYNTA and the representatives from ROCHE, with thefirst chairperson to be a representative of SYNTA.  After the Research Term, the chairperson ofthe JRDC shall be from ROCHE.  Thechairperson shall be responsible for calling meetings of the JRDC and forleading the meetings.  A JRDC member ofthe chairing Party shall serve as secretary of such meetings.  The secretary shall promptly prepare anddistribute to all members of the JRDC draft minutes of the meeting for reviewand comment, including a list of any actions or decisions approved by the JRDC,with the goal of distributing final approved minutes of each JRDC meetingwithin thirty (30) days after the meeting.

 

Portionsof this Exhibit were omitted and have been filed separately with the Secretaryof the Commission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

20

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### 3.1.3.       Alliance Managers.  Each Party shall appoint one of its designeesto serve as an alliance manager (“Alliance Manager”) with responsibilityfor overseeing that the Parties’ activities are conducted in accordance withthis Agreement and the Research Plan and any Development Plan, and for beingthe primary point of contact between the Parties with respect to suchactivities.  The Alliance Manager isresponsible to drive the alliance progress and issue resolution between theParties.  The Alliance Managers will alsobe members of the JSC, attend JSC meetings and be responsible for communicatingwith and reporting to the JSC on all relevant matters.

###  

### 3.1.4.       Decision Making.  Each Party shall have one (1) vote onthe JRDC.  Both Parties must vote in theaffirmative to allow the JRDC to take any action that requires the vote of theJRDC.  Action on any matter may be takenat a meeting, by teleconference or videoconference or by written agreement.  If the JRDC is unable to reach unanimousagreement on any matter within its jurisdiction, then the matter shall bereferred to the JSC for resolution under Section 3.2.4.

###  

### 3.1.5.       Meetings.

###  

#### (a)                   The JRDCshall meet at least once during each Calendar Quarter during the Research Termand thereafter at least once per calendar half year for so long as the JRDC isin force.  The location of JRDC meetingsshall be as agreed by the Parties, and may be held in person, alternatinglocations between the Parties, or by telephone conference call or byvideoconference.

####  

#### (b)                   Each Partyshall use reasonable efforts to cause its representatives to attend themeetings of the JRDC.  If a Party’srepresentative is unable to attend a meeting, such Party may designate analternate representative to attend such meeting in place of the absentrepresentative.  In addition, each Partymay, at its discretion, invite a reasonable number of additional employees,and, with the consent of the other Party, consultants or scientific advisors,to attend the meetings of the JRDC or the relevant portion thereof, providedthat any such consultants or scientific advisors are bound by writtenobligations of confidentiality that are at least as stringent as those setforth in this Agreement.

####  

#### (c)                   Either Partymay also request that a special meeting of the JRDC be convened for the purposeof resolving disputes in connection with, or for the purpose of reviewing ormaking a decision pertaining to, the implementation of the Research Plan orDevelopment Plan by providing written notice to the other Party.  Such meeting shall be convened at such timeas may be mutually agreed upon by the Parties, but in any event shall be heldwithin fifteen (15) days after the date of such notice.

####  

### 3.1.6.       Responsibilities.  Without limiting any of the foregoing, theJRDC shall be responsible for:

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

21

----

 

#### (a)                   managing thedevelopment and execution of the Research Plan and any Development Plans,including developing, and recommending to the JSC for JSC approval, anyassociated Research Plan budgets and Budgets of Development Costs;

####  

#### (b)                   developing,and recommending to the JSC for JSC approval, amendments to the Research Planand any Development Plan, including amendments to any associated Research Planbudgets and Budgets of Development Costs;

####  

#### (c)                   activelyparticipating in the initial assessment of all Collaboration Compound(s) andproviding strategic direction with respect to non-clinical and clinicalactivities for Licensed Compounds;

####  

#### (d)                   overseeingthe Research and Development of all Collaboration Compounds, including thepreparation of Collaboration Compounds for advancement into Development;

####  

#### (e)                   overseeingand advising on the technical development and clinical Manufacture ofCollaboration Compounds;

####  

#### (f)                    overseeingthe preclinical and clinical Manufacture of Collaboration Compounds;

####  

#### (g)                   overseeingthe progress of the Research Program and monitoring the Parties’ compliancewith their respective obligations under the Research Plan or any DevelopmentPlan, including the accomplishment of key objectives;

####  

#### (h)                   determiningwhether a Licensed Compound nominated pursuant to Section 2.3.4(a) isappropriate to be so nominated for advancement into Development leading up to aGLP Toxicology Study and, if so, recommending such nomination to the JSC for JSCapproval;

####  

#### (i)                    monitoringany reports submitted by the Parties pursuant to the Research Plan or anyDevelopment Plan;

####  

#### (j)                    overseeingthe transfer of Development and Manufacturing responsibility from SYNTA toROCHE under Section 2.7; and

####  

#### (k)                   performingsuch other tasks and undertaking such other responsibilities as may be setforth in this Agreement.

####  

## 3.2.          Joint Steering Committee.

##  

### 3.2.1.       Formation and Membership.  Within twenty (20) Business Days after theEffective Date, ROCHE and SYNTA shall establish a joint steering committee (the“JSC”) to review, coordinate and provide overall strategic direction totheir activities pursuant to the Research Plan and any Development Plan and, ifSYNTA exercises the Co-promotion Option, 

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

22

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### the promotion of the Co-promotedProduct(s).  The JSC shall be comprisedof approximately three (3) senior executives of ROCHE and three (3) seniorexecutives of SYNTA with appropriate levels of decision making authority.  In addition, the Alliance Manager will be amember of the JSC.  Each Party may changeany one or more of its representatives to the JSC at any time upon writtennotice to the other Party.  SYNTA’sparticipation on the JSC after the end of the Research Term shall be at SYNTA’selection.  From time to time, the JSCmay, in its discretion, establish one or more subcommittees or project teams tooversee particular projects or activities, as the JSC deems necessary oradvisable.  No Executive Officer shallserve on the JSC.

###  

### 3.2.2.       Responsibilities.  The JSC shall be responsible for:

###  

#### (a)                   reviewingthe initial Research Plan and the initial Development Plan, including anyassociated budgets for the Research Plan and Budgets for the Development Plan;

####  

#### (b)                   periodicallyreviewing the Research Plan and any Development Plan and suggesting orapproving such amendments to the Research Plan or Development Plan as the JSCdeems appropriate, including budget amendments;

####  

#### (c)                   approvingthe criteria for advancement of Licensed Compounds into each stage ofDevelopment;

####  

#### (d)                   providingoverall strategic direction with respect to Research or Development activitiesconducted under the Research Plan or Development Plan;

####  

#### (e)                   overseeingthe JRDC and the Parties’ progress in the conduct of the Research Program andin Research and Development activities hereunder;

####  

#### (f)                    approvingthe nomination of Licensed Compounds which have been recommended by the JRDCfor advancement into Development;

####  

#### (g)                   receivingupdates (in accordance with Section 5.2) on ROCHE’s progress in theCommercialization of Licensed Products;

####  

#### (h)                   reviewingand approving the initial Detailing plan (which shall be in accordance with Schedule5.3), if SYNTA exercises the Co-promotion Option;

####  

#### (i)                    periodicallyreviewing the Detailing plans and approving such amendments to the Detailingplans (which shall be in accordance with Schedule 5.3) as the JSC deemsappropriate, if SYNTA exercises the Co-promotion Option;

####  

#### (j)                    serving asa forum for communication between the Parties regarding other aspects ofDevelopment or Commercialization matters relating to the Co-promotedProduct(s);

####  

#### (k)                   attemptingto resolve disputes arising under this Agreement that are referred to the JSCby the JRDC or either of the Parties;

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

23

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#### (l)                    reviewingUncovered Excess Amounts and determining whether such Uncovered Excess Amountswill be approved; and

####  

#### (m)                  performingsuch other tasks and undertaking such other responsibilities as may be setforth in this Agreement.

####  

### 3.2.3.       Administrative Matters.  The JSC shall appoint a chairperson fromamong its members, who shall be from ROCHE. The Alliance Manager from ROCHE will work with the Chair, and may act asthe Chair, and work together with SYNTA’s Alliance Manager to develop JSC meetingagendas.  The chairperson shall beresponsible for calling meetings of the JSC and for leading the meetings.  A JSC member of the chairing Party shallserve as secretary of such meetings.  Thesecretary shall promptly prepare and distribute to all members of the JSC draftminutes of the meeting for review and comment, including a list of any actionsor decisions approved by the JSC, with the goal of distributing final approvedminutes of each JSC meeting within thirty (30) days after the meeting.

###  

### 3.2.4.       Decision Making.  Each Party shall have one (1) vote onthe JSC.  Both Parties must vote in theaffirmative to allow the JSC to take any action that requires the vote of theJSC.  Action on any matter may be takenat a meeting, by teleconference, videoconference or by written agreement.  Either Party may convene a special meeting ofthe JSC in accordance with Section 3.2.5(c) for the purpose ofresolving any disagreement at the JRDC level or other disputes within itsjurisdiction.  If the JSC is unable toresolve any dispute, or unanimously agree on any other matter before it, suchdispute or other matter shall be referred to the Executive Officers pursuant toSection 13.1.  If the ExecutiveOfficers are unable to resolve the matter under Section 13.1, then [***], providedthat such activities are conducted in compliance with the terms andconditions of this Agreement and with the Research Plan and Development Plans,as applicable; provided,further, that [***]; and provided,further, that, certain decisions must be decided unanimously (or,if not able to be decided unanimously, pursuant to Section 13.2(Alternative Dispute Resolution)), in that [***]**:**

###  

#### (a)                   Increase [***]obligations or reduce [***] rights under this Agreement, including anyobligation to devote additional personnel or financial resources to a specificactivity or project,

####  

#### (b)                   make anyamendments to any Research Plan or Development Plan which includes activitiesby [***],

####  

#### (c)                   determinethat the events required for the payment of development event payments have notoccurred,

####  

#### (d)                   determinethat it has fulfilled any obligations under this Agreement or that [***] hasbreached any obligation under this Agreement,

####  

#### (e)                   unilaterallymake a decision that is expressly stated to require the mutual agreement of theParties, or

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

24

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#### (f)                    otherwiseexpand [***] rights or reduce [***] obligations under this Agreement.

####  

### 3.2.5.       Meetings.

###  

#### (a)                   The JSCshall meet at least twice annually.  Thelocation of JSC meetings shall be as agreed by the Parties, and may be held inperson, alternating locations between the Parties, or by telephone conferencecall or by videoconference.

####  

#### (b)                   Each Partyshall use reasonable efforts to cause its representatives to attend themeetings of the JSC.  In addition, eachParty may, at its discretion, invite a reasonable number of non-votingemployees, and, with the consent of the other Party, consultants or scientificadvisors, to attend meetings of the JSC or the relevant portion thereof; providedthat any such consultants or scientific advisors are bound by writtenobligations of confidentiality that are at least as stringent as those setforth in this Agreement.

####  

#### (c)                   Either Partymay also request that a special meeting of the JSC be convened for the purposeof resolving disputes in connection with, or for the purpose of reviewing ormaking a decision pertaining to, any matter within the purview of the JSC byproviding written notice to the other Party. Such meeting shall be convened at such time as may be mutually agreedupon by the Parties, but in any event shall be held within fifteen (15) daysafter the date of such notice.

####  

#### (d)                   At itsinitial meeting, the JSC shall, among other things, (i) review the initialResearch Plan and the initial Development Plan, including any associatedbudgets for the Research Plan and Budgets for the Development Plan, and (ii) discussthe criteria for advancement of Licensed Compounds into the GLP ToxicologyStudy stage of Development.

 

# **ARTICLEIV -REGULATORY MATTERS**

 

## 4.1.          Regulatory Filings.

##  

### 4.1.1.       For any given Licensed Compound, subjectto Section 2.4.3, until such time as Development responsibility istransferred to ROCHE pursuant to Section 2.7.1, (i) SYNTA shall beresponsible for preparing, filing and maintaining (a) the IND in its ownname with respect to such Licensed Compound and (b) any other regulatoryfilings in its own name that are required in connection with the clinicalDevelopment of such Licensed Compound; (ii) ROCHE shall provide SYNTA withall reasonable assistance with respect to such filings and the conduct ofpreclinical or clinical Development activities leading up to such filings inaccordance with the relevant Development Plan; (iii) SYNTA shall own andmaintain all such regulatory filings for such Licensed Compounds; and (iv) ROCHEshall have a Right of Reference or Use to such regulatory filings to the extentnecessary for the conduct of ROCHE’s Development activities under thisAgreement.

###  

### 4.1.2.       Except as provided in Section 4.1.1,ROCHE shall own, and be responsible for preparing, filing, obtaining ormaintaining, all regulatory filings and Regulatory 

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

25

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### Approvals relating to Licensed Compounds andLicensed Products in the Field in the Territory.  SYNTA shall have a Right of Reference or Useto such regulatory filings to the extent necessary for the conduct of SYNTA’sDevelopment activities under this Agreement.

 

## 4.2.          Communicationswith Regulatory Authorities.

 

### 4.2.1.       ROCHE shall keep SYNTA  informed on an ongoing basis through the JRDCor JSC regarding its (or its Affiliate’s or Sublicensee’s) regulatory strategy,planned regulatory submissions and material communications with RegulatoryAuthorities in Major Markets with respect to all Licensed Compounds andLicensed Products.  If, and to the extentSYNTA is responsible for the filing of the IND and other regulatory filingswith respect to a Licensed Compound pursuant to Section 4.1.1, then theobligations of ROCHE set forth in Sections 4.2.1 above shall apply to SYNTA, *mutatis mutandis*until such time as Development responsibility is transferred to ROCHEpursuant to Section 2.7.1, except that such obligations shall apply withregard to all countries of the Territory as opposed to just the Major Markets.

###  

### 4.2.2.       In addition, ROCHE shall provide SYNTAwith reasonable advance notice of any material meeting or substantive telephoneconference with the FDA, MHLW or EMEA relating to any Licensed Compound orLicensed Product.  SYNTA shall have theright to attend and observe (but not participate actively in) any such materialmeeting or material conference call with the FDA regarding any LicensedCompound or Licensed Product under Development by ROCHE (or by its Affiliatesor Sublicensees).  In addition, ROCHEshall promptly provide SYNTA with a copy of all material correspondence thatROCHE (or its Affiliate or Sublicensee) receives from, or submits to, anyRegulatory Authority in the Major Markets (including contact reports concerningconversations or substantive meetings, contact reports of all RegulatoryAuthority interactions concerning conversations or substantive meetings, allIND annual reports (including any equivalent filings outside the US), and coverletters of all agency submissions, it being understood that SYNTA may request,and shall then receive, copies of all attachments to any such cover letters)relating to any Licensed Compound or Licensed Product.  ROCHE shall also provide SYNTA with any meetingminutes that reflect material communications with any Regulatory Authority inthe Major Markets regarding a Licensed Compound or Licensed Product.

###  

### 4.2.3.       Notwithstanding the foregoing, if, and tothe extent SYNTA is responsible for the filing of the IND and other regulatoryfilings with respect to a Licensed Compound pursuant to Section 4.1.1, therights and obligations of ROCHE set forth in Sections 4.2.2 above shall applyto SYNTA, *mutatis mutandis*until such time as Developmentresponsibility is transferred to ROCHE pursuant to Section 2.7.1.

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

26

----

 

## 4.3.          Pharmacovigilance.  The Parties agree that they will execute aseparate pharmacovigilance agreement, if legally required, specifying theprocedures and timeframes for compliance with the applicable Laws pertaining tosafety reporting of any Licensed Compound or Licensed Product and its relatedactivities.  Should the Parties determinethat it is appropriate to execute such a pharmacovigilance agreement, theyshall do so within a reasonable period of time following the Effective Date,but no later than initiation of clinical activities by ROCHE.

 

# **ARTICLEV - COMMERCIALIZATION; CO-PROMOTION**

 

## 5.1.          General. Subject to SYNTA’s Co-promotion Option and the other terms andconditions of this Agreement, ROCHE will have sole responsibility for theCommercialization of Licensed Products in the Field in the Territory, includingall costs and expenses relating thereto.

 

## 5.2.          Commercialization Summary.  With respect to each Licensed ProductDeveloped pursuant to this Agreement, commencing with the calendar year inwhich an application for Regulatory Approval is first filed with respect toeach such Licensed Product, and for each subsequent calendar year during next[***] ([***]) years, ROCHE shall provide SYNTA, through the JSC (if the JSCremains in place), for its review and comment, a written summary of theCommercialization activities conducted in the Major Markets other than Japanduring the prior year and planned to be conducted in such upcoming year by oron behalf of ROCHE and its Affiliates and Sublicensees with respect to suchLicensed Product in such countries. ROCHE shall consider in good faith the reasonable suggestions andcomments of SYNTA with respect to such summary.

##  

## 5.3.          Co-promotion. Upon ROCHE’s decision to file an application for Regulatory Approval inthe United States of a Licensed Product for any Indication other thanrheumatoid arthritis (which decision is expected to occur at least [***]([***]) [***] prior to filing any such application) (such decision, the “CommercializationDecision”), ROCHE shall notify SYNTA in writing within twenty (20) BusinessDays thereof.  For clarity, suchobligation of ROCHE to notify SYNTA of any Commercialization Decision shallapply to all Licensed Products with respect to which the CommercializationDecision is made.  On a LicensedProduct-by-Licensed Product basis, SYNTA shall have the right to participate inthe Co-promotion of any Licensed Product in the United States for theapplicable Indication (the “Co-promotion Option”).  SYNTA may exercise its Co-promotion Option byproviding written notice to ROCHE within [***] ([***]) [***] after receipt ofROCHE’s Commercialization Decision notice, in which event the minimum terms setforth on Schedule 5.3 shall apply.  If SYNTA does not exercise its Co-promotionOption within such [***] ([***]) [***] period, then SYNTA shall have no furtherright to elect to participate in the Co-promotion of such Licensed Product inthe United States for the applicable Indication; provided, however,that the Co-promotion Option shall continue to apply to any and all subsequentLicensed Products, and the failure of SYNTA to exercise its Co-promotion Optionwith respect to any Licensed Product for any Indication shall not prevent orwaive SYNTA’s right to exercise its Co-promotion Option with respect to suchLicensed Product for any other Indication or with respect to any other LicensedProduct.

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

27

----

 

## 5.4.          Labeling.  Inthe event of SYNTA’s Co-promotion of any Licensed Product in accordance with Section 5.3,ROCHE shall include on all secondary packaging, literature, labels and otherprinted matter for Licensed Products used in clinical Development or inCommercialization, to the extent permitted by applicable Law, the SYNTA nameand logo so as to acknowledge that the Licensed Products were developed underlicense from and together with SYNTA.

##  

# **ARTICLEVI — LICENSE GRANTS; EXCLUSIVITY**

# ** **

## 6.1.          Research Licenses.

##  

### 6.1.1.       SYNTA hereby grants to ROCHE a co-exclusive(with SYNTA to enable SYNTA to perform its obligations under the ResearchProgram during the Research Term), worldwide, paid-up right and license,without the right to grant sublicenses (except in accordance with Section 6.4),under the SYNTA Intellectual Property solely to enable ROCHE to perform ROCHE’sobligations under the Research Program during the Research Term.

###  

### 6.1.2.       ROCHE hereby grants to SYNTA aco-exclusive (with ROCHE to enable ROCHE to perform its obligations under theResearch Program during the Research Term), worldwide, paid-up right andlicense, without the right to grant sublicenses, other than to its Affiliates(except in accordance with Section 6.4), under the ROCHE IntellectualProperty solely to enable SYNTA to perform its obligations under the ResearchProgram during the Research Term.

###  

## 6.2.          Development and Commercialization License to ROCHE.  SYNTA hereby grants to ROCHE an exclusive(even as to SYNTA), worldwide, royalty-bearing right and license, with theright to grant sublicenses (solely in accordance with Section 6.4), underthe SYNTA Intellectual Property****to Develop,Manufacture, have Manufactured, use, Commercialize and import LicensedCompounds and Licensed Products in the Field in the Territory, providedthatSYNTA shall retain rights sufficient to enable SYNTA to perform its Developmentand Manufacturing obligations with respect to Licensed Compounds and LicensedProducts hereunder, and to participate in the Co-promotion of Co-promotedProducts pursuant to Section 5.3.

##  

## 6.3.          Development and Commercialization License to SYNTA.  ROCHE hereby grants to SYNTA a co-exclusive(with ROCHE), worldwide, royalty-free right and license, without the right togrant sublicenses (except in accordance with Section 6.4), under the ROCHEIntellectual Property****to Develop,Manufacture, have Manufactured, use, Commercialize and import LicensedCompounds and Licensed Products in the Field in the Territory, solely to theextent necessary to enable SYNTA to perform its Development and Manufacturingobligations with respect to Licensed Compounds and Licensed Products hereunder,and to participate in the Co-promotion of Co-promoted Products pursuant to Section 5.3.

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

28

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## 6.4.          Sublicensing Rights.

##  

### 6.4.1.       ROCHE shall have the right to grantsublicenses under the rights granted to it under Section 6.2 to itsAffiliates (with the right to sublicense) and to Third Parties (with no furtherright to sublicense); provided, that in the Major Markets ROCHE shallhave the right to grant sublicenses under the rights granted to it under Section 6.2to Third Parties only upon prior written consent of SYNTA, such consent not theunreasonably withheld.  ROCHE shallprovide to SYNTA a fully-executed copy of any agreement (redacted as necessaryto protect confidential or commercially sensitive information) reflecting suchsublicense (a) promptly after the execution thereof if such sublicenseimpacts upon one or more of the Major Markets, and (b) upon request bySYNTA if such sublicense impacts upon any country other than a MajorMarket.  If ROCHE grants a sublicense,all of the terms and conditions of this Agreement shall apply to thesublicensee to the same extent as they apply to ROCHE for all purposes of thisAgreement.  ROCHE assumes fullresponsibility for the performance of all obligations so imposed on suchsublicensee and will itself pay and account to SYNTA for all payments due underthis Agreement by reason of operation of any such sublicense.

###  

### 6.4.2.       SYNTA may not grant sublicenses under therights granted to it in Section 6.3 without the prior written consent ofROCHE, except (a) to SYNTA’s Affiliates, and (b) to Third Partiessolely to the extent necessary to carry out SYNTA’s Research, Development orManufacturing obligations.  SYNTA shallguarantee the performance of its Affiliates and Sublicensees with respect toany sublicense granted pursuant to this Section 6.4.2.

###  

## 6.5.          Rights Retained by the Parties.  Any rights of SYNTA or ROCHE, as the case maybe, not expressly granted to the other Party pursuant to this Agreement shallbe retained by such Party.  Withoutlimiting the generality of the foregoing, no right or license is granted toROCHE under the SYNTA Intellectual Property to Develop or Commercialize anycomposition that is not a Licensed Compound or Licensed Product.

##  

## 6.6.          Exclusivity. Each Party agrees that, during the Research Term this Agreement shallserve as the exclusive means through which such Party and its Affiliates may, (i) eitheralone or in collaboration with a Third Party, engage in the Research,Development, Manufacture, or Commercialization of any compound which such Partyor its Affiliates knows or believes to be a CRAC Channel Inhibitor, or anyproduct containing such a compound in the Field in the Territory, or (ii) granta license to, or otherwise assist or contract with, any Third Party, toResearch, Develop, Manufacture, or Commercialize any compound which such Partyor its Affiliates knows or believes to be a CRAC Channel Inhibitor, or anyproduct containing such a compound in the Field in the Territory.

##  

## 6.7.          Section 365(n) of the Bankruptcy Code.  All rights and licenses granted pursuant toany section of this Agreement, including pursuant to Sections 6.1, 6.2 and 6.3,are rights and licenses to “intellectual property” (as defined in Section 101(35A)of title 11 of the United States  Code(the “Bankruptcy Code”)).  EachParty shall retain and may fully exercise all of its rights and elections underthe Bankruptcy Code.

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

29

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# ** **

# **ARTICLE VII -FINANCIALPROVISION; AUDIT RIGHTS**

# ** **

## 7.1.                              Initial LicensePayment.  ROCHE will make anon-refundable, non-creditable payment to SYNTA of sixteen million dollars($16,000,000) within ten (10) Business Days after the Effective Date andreceipt of invoice from SYNTA.

##  

## 7.2.                              ResearchFunding.

##  

### 7.2.1.                     FTE Funding.  In order to fund SYNTA’s Research activitieshereunder performed by SYNTA FTEs, ROCHE shall pay to SYNTA a total of ninemillion dollars ($9,000,000), to be paid in eight (8) payments, each inthe amount of one million one hundred twenty-five thousand dollars($1,125,000), each such payment due and payable [***] ([***]) days after thelater of (a) the first day of each Calendar Quarter, starting January 1,2009, and (b) receipt by ROCHE of an invoice for such sum.

###  

### 7.2.2.                     Third PartyCosts.  For the calendar year 2009,ROCHE will reimburse SYNTA for the Third Party costs incurred by SYNTA underthe Research Plan, for which the budget is [***] dollars ($[***]).  For the calendar year 2010, ROCHE willreimburse SYNTA for SYNTA’s Third Party costs incurred under the Research Plan,for which the budget is [***] dollars ($[***]). Within thirty (30) days following the end of each Calendar Quarterduring the Research Term, SYNTA shall provide an accounting to ROCHE of theThird Party costs SYNTA actually incurred under the Research Plan during suchCalendar Quarter.  Roche shall reimburseSYNTA such amount up to the limits set forth in this paragraph 7.2.2, within[***] ([***]) days after receipt of such accounting and an invoice for suchamount.  Any amounts in excess of thelimits in a given year shall be the responsibility of SYNTA.

###  

## 7.3.                              Co-promotionActivities.  If SYNTAexercises its right to participate in the Co-promotion of one or more LicensedProducts in the United States pursuant to Section 5.3, then ROCHE shallreimburse SYNTA for costs of such Co-promotion, as set forth on Schedule 5.3.

##  

## 7.4.                              DevelopmentEvent Payments.  ROCHE shallmake the following non-refundable, non-creditable payments to SYNTA uponachievement of any of the events set forth below with respect to any LicensedProduct:

 

Portionsof this Exhibit were omitted and have been filed separately with the Secretaryof the Commission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

30

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| ** **            | ** **                                                   | **Payment**                                                         | ** ** |
|-----------------------|--------------------------------------------------------------|---------------------------------------------------------------------|------------|
| ** **            | ** **                                                   | **(US$ millions)**                                             | ** ** |
| **Development Event** | ** **                                                   | **First  Indication  to Achieve the  Relevant  Development  Event** | ** ** | **Second  Indication to  Achieve the  Relevant  Development  Event** | ** ** | **Third  Indication  to Achieve the  Relevant  Development  Event** | ** ** |
| (a)              | Initiation of GLP Toxicology Study                           |                                                                | $          | [***] |   | n/a |   | n/a |   |
|                  |                                                         |                                                                |       |   |   |   |   |   |
| (b)                   | Filing of an IND anywhere in the world                       |                                                                | $          | [***] |   | n/a |   | n/a |   |
|                  |                                                         |                                                                |       |   |   |   |   |   |
| (c)                   | Initiation of a Phase 2a Clinical Trial                      |                                                                | $          | [***] |   | $ | [***] |   | $ | [***] |   |
|                  |                                                         |                                                                |       |   |   |   |   |   |
| (d)                   | Initiation of a Phase 2b Clinical Trial                      |                                                                | $          | [***] |   | $ | [***] |   | $ | [***] |   |
|                  |                                                         |                                                                |       |   |   |   |   |   |
| (e)                   | Initiation of a Phase 3 Clinical Trial                       |                                                                | $          | [***] |   | $ | [***] |   | $ | [***] |   |
|                  |                                                         |                                                                |       |   |   |   |   |   |
| (f)                   | Filing of an NDA in the United States                        |                                                                | $          | [***] |   | $ | [***] |   | $ | [***] |   |
|                  |                                                         |                                                                |       |   |   |   |   |   |
| (g)                   | Filing of an NDA in any Major EU Country (or with  the EMEA) |                                                                | $          | [***] |   | $ | [***] |   | $ | [***] |   |
|                  |                                                         |                                                                |       |   |   |   |   |   |
| (h)                   | Filing of an NDA in Japan                                    |                                                                | $          | [***] |   | $ | [***] |   | $ | [***] |   |
|                  |                                                         |                                                                |       |   |   |   |   |   |
| (i)                   | Regulatory Approval in the United States                     |                                                                | $          | [***] |   | $ | [***] |   | $ | [***] |   |
|                  |                                                         |                                                                |       |   |   |   |   |   |
| (j)                   | Regulatory Approval in a Major EU Country (or by  the EMEA)  |                                                                | $          | [***] |   | $ | [***] |   | $ | [***] |   |
|                  |                                                         |                                                                |       |   |   |   |   |   |
| (k)                   | Regulatory Approval in Japan                                 |                                                                | $          | [***] |   | $ | [***] |   | $ | [***] |   |

 

Each of the event payment amounts set forthin the table above shall be paid (i) as set forth above upon the firstoccurrence of such event, and (ii) at fifty percent (50%) of the amount 

 

Portions of this Exhibitwere omitted and have been filed separately with the Secretary of theCommission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

31

----

 

set forth above with respectto each of the second and third occurrences of such event by another LicensedProduct.

 

For the sake of clarity (A) the sameIndication need not achieve each development event in a column (Example 1below); (B) the same Licensed Product need not achieve each developmentevent in a row (Example 2 below); and (C) no payment shall be made withrespect to the occurrence of an event for which a payment had been made withrespect to the prior occurrence of the same event with the same LicensedProduct for the same Indication (Example 3 below).  By way of example,

 

·                  *Example 1**: *If the first Initiation of a Phase 2a Clinical Trial is for LicensedProduct A in Indication rheumatoid arthritis, $[***] will be due (row (c),first column times 100%).  If the secondInitiation of a Phase 2a Clinical Trial is for Licensed Product A in Indicationasthma, $[***] will be due (row (c), second column times 100%).  If the third Initiation of a Phase 2aClinical Trial is for Licensed Product B in Indication asthma, $[***] will bedue (row (c), first column times 50%).

 

·                  *Example 2**: *If the first Initiation of a Phase 2a Clinical Trial is for LicensedProduct A in Indication rheumatoid arthritis, $[***] will be due (row (c),first column times 100%).  If the secondInitiation of a Phase 2a Clinical Trial is for Licensed Product B in Indicationrheumatoid arthritis, $[***] will be due (row (c), first column times50%).  If the third Initiation of a Phase2a Clinical Trial is for Licensed Product B in Indication asthma, $[***] willbe due (row (c), second column times 100%).

 

·                  *Example 3**: *If the first Initiation of a Phase 2a Clinical Trial is for LicensedProduct A in Indication rheumatoid arthritis, $[***] will be due (row (c),first column times 100%).  If the second(or subsequent) Initiation of a Phase 2a Clinical Trial is for Licensed ProductA in Indication rheumatoid arthritis, no milestone payment shall be due withrespect to such Initiation.

 

On a Licensed Product-by-Licensed Productbasis, the achievement of a development event in any of rows (f) through (k) shallresult in a simultaneous obligation to pay all payments in rows (a) through(e) that had not been previously paid and which are in the same column asthe payment then to be made.  On aLicensed Product-by-Licensed Product basis, and a country-by-country or regionalbasis, the achievement of a development event in any of rows (i) through (k) shallresult in a simultaneous obligation to pay the relevant earlier milestone inrows (f) through (h), as applicable, that had not previously been paid andwhich are in the same column as the payment then to be made.

 

Upon achievement by or on behalf of ROCHE,its Affiliates or Sublicensees of any of the foregoing development events,ROCHE shall promptly (but in no event more than ten (10) Business Daysfollowing achievement thereof) notify SYNTA and shall pay to SYNTA all 

 

Portions of this Exhibitwere omitted and have been filed separately with the Secretary of theCommission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

32

----

 

corresponding developmentevent payments within [***] ([***]) days after occurrence of the applicableevent and receipt of an invoice from SYNTA.

 

If SYNTA is the Party that achieves any ofthe development events set forth above, SYNTA shall provide notice to ROCHEpromptly upon achievement of each such development event and shall deliver toROCHE an invoice for such event.  ROCHEshall pay the applicable development event payment within [***] ([***]) days ofreceipt of invoice therefor.

 

## 7.5.                              Sales EventPayments.  In additionto all other amounts payable under this Agreement, ROCHE shall make thefollowing non-refundable, non-creditable payments to SYNTA based on aggregateworldwide annual (on a calendar year basis) Net Sales, on a LicensedProduct-by-Licensed Product basis for up to three (3) Licensed Products,upon the first achievement of the events set forth below by each of suchLicensed Products:

 
| **Sales Event** | ** **                                                                                                | **Payments  (in US$ millions)** | ** ** |
|-----------------|-----------------------------------------------------------------------------------------------------------|--------------------------------------|------------|
| (a)             | Aggregate worldwide annual Net Sales of such  Licensed Product reaches or exceeds $[***] (≥ $[***]) |                                 | $          | [***] |   |
|            |                                                                                                      |                                 |       |   |
| (b)             | Aggregate worldwide annual Net Sales of such  Licensed Product reaches or exceeds $[***] (≥ $[***]) |                                 | $          | [***] |   |
|            |                                                                                                      |                                 |       |   |
| (c)             | Aggregate worldwide annual Net Sales of such  Licensed Product reaches or exceeds $[***] (≥ $[***]) |                                 | $          | [***] |   |
|            |                                                                                                      |                                 |       |   |
| (d)             | Aggregate worldwide annual Net Sales of such  Licensed Product reaches or exceeds $[***] (≥ $[***]) |                                 | $          | [***] |   |

 

For purposes of clarity, the sales event paymentsset forth in this Section 7.5 shall be paid only once for each LicensedProduct, upon the first achievement of the applicable sales event.

 

Upon achievement by ROCHE, its Affiliates,Sublicensees or ROCHE Entities of any of the foregoing sales events, ROCHEshall promptly (but in no event more than thirty (30) days followingachievement thereof) notify SYNTA and shall pay to SYNTA the correspondingsales event payment within [***] ([***])days after occurrence of the applicableevent and receipt of an invoice from SYNTA.

 

## 7.6.                              LicensedProduct Royalties.

##  

### 7.6.1.                     ROCHE shall pay to SYNTAroyalties on the aggregate worldwide annual (on a calendar year basis) NetSales of each Licensed Product in the Territory, on a LicensedProduct-by-Licensed Product basis, as follows:

###  

Portions of this Exhibitwere omitted and have been filed separately with the Secretary of theCommission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

33

----

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

###  

### 7.6.3.                     Royalty Termand Adjustments.

###  

#### (a)                                                          ROCHE’s royaltyobligations to SYNTA pursuant to this Section 7.6 shall commence on acountry-by-country and Licensed Product-by-Licensed Product basis on the FirstCommercial Sale in such country of such Licensed Product and shall expire on acountry-by-country basis and Licensed Product-by-Licensed Product basis on thelater of: (A) the expiration of the last Valid Claim of the SYNTA PatentRights, ROCHE Patent Rights and Joint Patent Rights Covering such LicensedProduct in such country, or (B) the [***] ([***]) anniversary of the dateof the First Commercial Sale of such Licensed Product in such country by or onbehalf of ROCHE or any of its Affiliates or Sublicensees to a Third Party whois not a Sublicensee (the “Royalty Term”).  Thereafter, the licenses granted to ROCHEshall be fully paid-up, royalty-free and non-exclusive with respect to suchLicensed Product in such country, on a Licensed Product-by-Licensed Product andcountry-by-country basis.

####  

#### (b)                                                         Notwithstandingthe foregoing, the royalty rate applicable to such Licensed Product sold in anycountry in the Territory shall be reduced to [***] percent ([***]%) of the rateotherwise payable pursuant to Section 7.6.1 above during any portion ofthe Royalty Term when there is no Valid Claim of the SYNTA Patent Rights, ROCHEPatent Rights or Joint Patent Rights Covering such Licensed Product in suchcountry; providedthat such reduction shall not apply if theLicensed Product is entitled to Marketing Exclusivity  in such country and there is no GenericProduct on the market in such country.

####  

### 7.6.4.                     RoyaltyAdjustment in Case of Generic Competition.  If, during a given Calendar Quarter there isGeneric Competition with respect to a particular Licensed Product in a countryof the Territory, then the royalties on Net Sales of the affected LicensedProduct payable 

###  

Portions of this Exhibitwere omitted and have been filed separately with the Secretary of theCommission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

###  

### 34

### 

###  

### pursuant to this Section 7.6 in suchcountry for such Calendar Quarter shall be reduced by [***] percent ([***]%) ofthe amounts otherwise payable pursuant to Section 7.6.1.  For clarity, the determination of whetherthere is Generic Competition with respect to a particular Licensed Product in acountry and, if so, the market share of such Generic Product(s) in suchcountry, shall be made on a Calendar Quarter-by-Calendar Quarter basis.  For example, if with respect to a particularLicensed Product in a country there is Generic Competition with respect to suchLicensed Product in a Calendar Quarter then the applicable royalty reductionsset forth in this Section 7.6.4 shall apply for such Calendar Quarter, andif, with respect to the same Licensed Product in the same country there is noGeneric Competition during any subsequent Calendar Quarter, then the royaltyreductions set forth in this Section 7.6.4 shall not be applicable in anysuch subsequent Calendar Quarter. Notwithstanding any of the foregoing, if both deductions under Section 7.6.3and this Section 7.6.4 apply for a Licensed Product in a given country,then ROCHE may apply only one of the two deductions for such Licensed Productin such country.

###  

### 7.6.5.                     Third PartyPayments.  ROCHE shallbe responsible for obtaining, and paying or having paid any consideration owedto any Third Party to license or otherwise secure and maintain, Third PartyPatent Rights necessary to manufacture or sell Licensed Products in the Fieldin the Territory.  ROCHE shall have theright to deduct a maximum of [***] percent ([***]%) of such royalties actuallypaid to such Third Party with respect to such license to permit the manufactureor sale of Licensed Product(s) in the Field in a country(ies), fromroyalty payments otherwise due and payable by ROCHE to SYNTA under thisAgreement with respect to such Licensed Product(s) in such country(ies),on a Licensed Product-by-Licensed Product and country-by-country basis; provided,however, that (i) in no event shall the deduction permittedby this Section 7.6.5 reduce the royalties payable to SYNTA with respectto any such Licensed Product(s) in such country(ies) to less than [***]percent ([***]%) of the royalties otherwise due after any deduction pursuant toSection 7.6.3 or 7.6.4.

###  

### 7.6.6.                     Limitation onAggregate Deduction.  In no eventshall the deductions permitted by Sections 7.6.3, 7.6.4 and this 7.6.5, in theaggregate, reduce the royalties payable to SYNTA with respect to any suchLicensed Product(s) in such country(ies) to less than [***] percent ([***]%)of the royalties otherwise due for such Licensed Product(s) in suchcountry(ies) pursuant to Section 7.6.1, on a Licensed Product-by-LicensedProduct and country-by-country basis.

###  

## 7.7.                              Accounting andReporting.

##  

### 7.7.1.                     Timing ofPayments.  ROCHE shallcalculate royalties on Net Sales quarterly as of March 31, June 30, September 30and December 31 (each being the last day of an “Accounting Period”)and shall pay royalties on Net Sales within [***] ([***]) days after the end ofeach Accounting Period in which such Net Sales occur.

###  

### 7.7.2.                     Late Payment.  Any payment under this Agreement that is notpaid on or before the date such payment is due shall bear interest, to theextent permitted by applicable Law, at [***] above the average one-month LondonInterbank Offered Rate (LIBOR), as reported by Reuters for time to time,calculated on the number of days such payment is overdue.  In addition, 

###  

Portions of this Exhibitwere omitted and have been filed separately with the Secretary of theCommission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

###  

### 35

### 

###  

### ROCHE shall reimburse SYNTA for all costs andexpenses, including attorneys’ fees and legal expenses, incurred in thecollection of late payments, providedthat the foregoing shallnot apply with respect to payments disputed in good faith by ROCHE unless SYNTAis successful in such dispute or ROCHE ceases to dispute such payments.

###  

### 7.7.3.                     Method ofPayment.  Royalties on Net Sales and allother amounts payable by ROCHE hereunder shall be paid by or on behalf of ROCHEin U.S. Dollars.  All payments due toSYNTA hereunder shall be made directly from an account located in either (atROCHE’s option) the United States or Switzerland to account(s) designatedby SYNTA.

###  

### 7.7.4.                     CurrencyConversion.  Whenevercalculating royalties requires conversion from any currency, ROCHE shall makesuch conversion as follows:

###  

#### (a)                                                          Whencalculating the Net Sales for countries other than the United States, ROCHEshall convert the amount of such sales in currencies other than Swiss Francsinto Swiss Francs using ROCHE’s then current standard practices actually usedon a consistent basis in preparing its audited financial statements.

####  

#### (b)                                                         Upon convertingthe amount of Adjusted Gross Sales into Swiss Francs, ROCHE shall convert intoUS Dollars (or other currency), using the quarterly average rate (currently Reuters) at the lastworking day for the applicable period.

####  

### 7.7.5.                     Reporting.  With each payment ROCHE shall provide SYNTAin writing for the relevant Calendar Quarter on a Licensed Product-by-LicensedProduct basis the following information with respect to each of the followingterritories:  (1) the United States,(2) the Major Markets (other than the United States) and Canada, and (3) allterritories other than those set forth in the foregoing clause (1) and(2):

###  

#### (a)                                                          Net Sales andAdjusted Gross Sales;

####  

#### (b)                                                         Adjustmentsmade pursuant to Section 7.6; and

####  

#### (c)                                                          Total royaltypayable to SYNTA.

####  

The report for the fourth Calendar Quarter shallinclude a list of all countries in which a Licensed Product is sold in theTerritory for the applicable calendar year.

 

### 7.7.6.                     United StatesDollars.  All dollar ($) amountsspecified in this Agreement are United States dollar amounts.

###  

### 7.7.7.                     Nonrefundable.  All payments made by ROCHE to SYNTA underthis Agreement shall be non-refundable and non-creditable, except as expresslyset forth in Sections 2.5.2(f), 2.5.4 and 7.9.2.

###  

## 7.8.                              Taxes.  Any tax required to be withheld by ROCHEunder the Laws of any country for the account of SYNTA shall be promptly paidby ROCHE for and on behalf of 

##  

Portions of this Exhibitwere omitted and have been filed separately with the Secretary of theCommission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

##  

## 36

## 

##  

## SYNTA to the appropriate government authority,and ROCHE shall furnish SYNTA with proof of payment of such tax.  Any such tax actually paid on SYNTA’s behalfshall be deducted from royalty payments due to SYNTA hereunder.  ROCHE shall assist SYNTA in minimizing thewithholding taxes applicable to any payment made by ROCHE and in claiming taxrefunds at SYNTA’s request.

##  

## 7.9.                              Auditing.

##  

### 7.9.1.                     Audit Rights.

###  

#### (a)                                                          ROCHE shallkeep, and shall require its Affiliates and Sublicensees to keep, for [***]([***]) years, full, true and accurate books of account containing allparticulars that may be necessary for the purpose of calculating all royaltiesand all other amounts payable under this Agreement.  Such books of accounts shall be kept at ROCHE’sor the relevant Affiliate’s or Sublicensee’s principal place of business. Atthe expense of SYNTA, SYNTA has the right to engage an independent, certifiedpublic accountant reasonably acceptable to both Parties to perform, on behalfof SYNTA, an audit of such books and records of ROCHE and its Affiliates and Sublicensees,that are deemed necessary by such accountant to report on Net Sales of LicensedProducts for the period or periods requested by SYNTA and the correctness ofany report or payments made under this Agreement.  Such accountant shall not have the authorityto interpret this Agreement.

####  

#### (b)                                                         Upon timelyrequest and at least [***] ([***]) days prior written notice from SYNTA, suchaudit shall be conducted in the countries specifically requested by SYNTA,during regular business hours in such a manner as to not unnecessarilyinterfere with ROCHE’s normal business activities, and shall be limited toresults in the [***] ([***]) calendar years prior to audit notification.

####  

#### (c)                                                          Such auditshall not be performed more frequently than once per calendar year nor morefrequently than once with respect to records covering any specific period oftime.

####  

#### (d)                                                         Allinformation, data and documents herein referred to shall be used only for thepurpose of verifying royalty statements, shall be treated as ROCHE ConfidentialInformation subject to the obligations of this Agreement and need neither beretained more than the longer of one (1) year after completion of an audithereof, if an audit has been requested; nor more than [***] ([***]) years fromthe end of the calendar year to which each shall pertain; nor more than [***]([***])[***] after the date of termination of this Agreement.

####  

#### (e)                                                          The final auditreport shall be shared by ROCHE and SYNTA.

####  

### 7.9.2.                     Over- orUnderpayment.  If theaudit reveals an underpayment, ROCHE shall reimburse SYNTA for the amount ofthe underpayment within [***] ([***]) days with interest as set forth in Section 7.7.2.  If the audit reveals an overpayment, ROCHEshall have the right to credit the amount of such overpayment against the nextroyalty payment payable to 

###  

Portions of this Exhibitwere omitted and have been filed separately with the Secretary of theCommission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

###  

### 37

### 

###  

### SYNTA hereunder.  ROCHE shall pay for the audit costs if theaudit reveals that an underpayment of ROCHE exceeds [***] percent ([***]%).

###  

### 7.9.3.                     Duration ofAudit Rights.  The failureof SYNTA to request verification of any royalty calculation within the periodduring which the corresponding records must be maintained under Section 7.9.1will be deemed acceptance of the royalty payments and reports.

###  

# **ARTICLE VIII -INTELLECTUALPROPERTY MATTERS**

# ** **

## 8.1.                              Know-How.

##  

### 8.1.1.                  Ownership.  Each Party shall exclusively own allinventions conceived or reduced to practice solely by employees, agents andconsultants of such Party or its Affiliates. The Parties shall jointly own all Joint Know-how, including allinventions conceived or reduced to practice by one or more employees, agents orconsultants of SYNTA or any of its Affiliates, on the one hand, and one or moreemployees, agents or consultants of ROCHE or any of its Affiliates, on theother hand (“Joint Inventions”). Only following the end of the Research Term, each Party shall have theright to use and license Joint Know-how and Joint Patent Rights to itsAffiliates or any Third Party, without the consent of or accounting to theother Party, so long as such use or license is subject to the licenses grantedpursuant to this Agreement and is otherwise consistent with this Agreement.

###  

### 8.1.2.                     Inventorship.  The determination of inventorship shall bemade in accordance with United States patent laws.

###  

## 8.2.                              Prosecution andMaintenance of Patent Rights.

##  

### 8.2.1.                     Prosecution ofSYNTA Patent Rights.  SYNTA shallhave the first right to prepare, file, prosecute and maintain SYNTA PatentRights, [***].  ROCHE shall be givenaccess to all documentation, filings and communications to or from therespective patent offices in connection with the prosecution and maintenance ofthe SYNTA Patent Rights, at reasonable times and upon reasonable writtennotice, which access shall only include review of said documents but notreceipt of copies thereof.  SYNTA shallkeep ROCHE informed of the status of all pending patent applications includedin the SYNTA Patent Rights, and ROCHE shall have the right to comment on theprosecution of such pending patent applications and SYNTA, its agents andattorneys will consider in good faith timely suggestions and comments of ROCHEregarding any such activities.  SYNTAshall not discontinue prosecution or maintenance of any SYNTA Patent Rights(including selection of countries for foreign filing or entry into the PCTNational Stage) without at least [***] ([***]) prior written notice toROCHE.  If SYNTA decides to discontinueprosecution or maintenance of any SYNTA Patent Rights, ROCHE shall have theoption to assume responsibility for prosecuting and maintaining such SYNTAPatent Rights, at ROCHE’s sole expense, and in such case, except for a changein responsibility for prosecuting and maintaining SYNTA Patent Rights underthis Section 8.2.1, no changes in ownership or licensing terms pertainingto any SYNTA Patent Rights shall occur.

 

Portions of this Exhibitwere omitted and have been filed separately with the Secretary of theCommission pursuant to the Company’s application requesting confidentialtreatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

38

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###  

### 8.2.2.       Prosecution of ROCHE Patent Rights.  ROCHE shall have the first right to prepare,file, prosecute and maintain ROCHE Patent Rights, [***].  SYNTA shall have access to all documentation,filings and communications to or from the respective patent offices inconnection with the prosecution and maintenance of the ROCHE Patent Rights, atreasonable times and upon reasonable written notice, which access shall onlyinclude review of said documents but not receipt of copies thereof.  ROCHE shall keep SYNTA informed of the statusof all pending patent applications included in the ROCHE Patent Rights thatpertain to any Collaboration Compound or Licensed Product, and SYNTA shall havethe right to comment on the prosecution of such pending patent applications andROCHE, its agents, and attorneys will consider in good faith timely suggestionsand comments of SYNTA regarding any such activities.  ROCHE shall not discontinue prosecution ormaintenance of any ROCHE Patent Rights (including selection of countries forforeign filing or entry into the PCT National Stage) without at least [***]([***]) prior written notice to SYNTA. If ROCHE decides to discontinue prosecution or maintenance of any ROCHEPatent Rights that pertain to any Collaboration Compound, Licensed Compound orLicensed Product, SYNTA shall have the option to continue to prosecute andmaintain such ROCHE Patent Rights, at SYNTA’s sole expense, and in such case,except for a change in responsibility for prosecuting and maintaining the ROCHEPatent Rights under this Section 8.2.2, no changes in ownership orlicensing terms pertaining to any ROCHE Patent Rights shall occur.

###  

### 8.2.3.       Prosecution of Joint Patent Rights.  SYNTA shall be responsible for preparing,filing, prosecuting, or maintaining Joint Patent Rights in appropriatecountries in the Territory.  Theout-of-pocket costs and expenses incurred to obtain, prosecute and maintainJoint Patent Rights shall be [***]; providedthat [***] mayelect, at its sole discretion, on a country-by-country basis, to discontinuepaying such out-of-pocket expenses with respect to any Joint Patent Right andin such case all licenses granted hereunder to [***] under any such JointPatent Right shall immediately terminate. SYNTA shall keep ROCHE informed of the status of all pendingapplications disclosing Joint Inventions, and shall consider in good faith allof ROCHE’s comments regarding any aspect of such patent prosecution.  SYNTA shall not discontinue prosecution ormaintenance of any Joint Patent Right without at least [***] ([***]) priorwritten notice to ROCHE.  If SYNTAdecides to discontinue prosecution or maintenance of any Joint Patent Rights,ROCHE shall have the option to continue to prosecute and maintain such JointPatent Rights, at ROCHE’s sole expense, and in such case, except for the changein responsibility for prosecuting and maintaining Joint Patent Rights underthis Section 8.2.3, no changes in ownership or licensing terms pertainingto any such Joint Patent Rights shall occur.

###  

### 8.2.4.       Procedures.  If the Parties deem it appropriate, theParties may form a patent committee or elect to have the JRDC serve as a forumfor the communication between the Parties regarding the handling of such patentprosecution matters as set forth in this Section 8.2.

###  

### 8.2.5.       Payments.  Following the end of each Calendar Quarter,the Party entitled to reimbursement pursuant to this Section 8.2 shallprovide to the other Party a reasonable accounting of the reimburseableexpenses incurred during such Calendar Quarter. Within sixty (60) days after receipt of an invoice therefor, the otherParty shall pay such reimburseable 

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

39

----

###  

### expenses.  The provisions of Section 2.5.2 shallapply*mutatis mutandis* to each Party and such reimburseableexpenses.

###  

### 8.2.6.       Patent Term Extensions.

###  

#### (a)                      SYNTA and ROCHE shalldetermine together whether to seek patent term extensions or supplementalpatent protection, including supplementary protection certificates, in anycountry in the Territory in relation to the Licensed Products Covered by SYNTAPatent Rights and Joint Patent Rights. SYNTA and ROCHE shall cooperate in connection with all such activities.

####  

#### (b)                      Subject to Section 8.2.6(a),ROCHE shall have the exclusive right to seek patent term extensions orsupplemental patent protection, including supplementary protectioncertificates, in any country in the Territory in relation to the LicensedProducts Covered by ROCHE Patent Rights. SYNTA and ROCHE shall cooperate in connection with all such activities,and ROCHE, its agents and attorneys will consider in good faith timelysuggestions and comments of SYNTA regarding any such activities, providedthat all final decisions under this Section 8.2.6(b) shall bemade by ROCHE.

####  

## 8.3.          Third Party Infringement.

##  

### 8.3.1.       Notice.  Each Party shall promptly report in writingto the other Party during the Term any known or suspected (a) infringementof any of the SYNTA Patent Rights, ROCHE Patent Rights or Joint Patent Rights,or (b) unauthorized use or misappropriation of any of the SYNTA Know-how,ROCHE Know-how, or Joint Know-how (each of (a) and (b), an “InfringementClaim”) of which such Party becomes aware, and shall provide the otherParty with all available evidence supporting such known or suspected infringementor unauthorized use or misappropriation.

###  

### 8.3.2.       Right to Enforce the SYNTAIntellectual Property.

###  

#### (a)                      SYNTA shall have the firstright, but not the obligation, to initiate a suit or take other appropriateaction that it believes is reasonably required to protect (i.e., prevent orabate actual or threatened infringement or misappropriation of) or otherwiseenforce the SYNTA Intellectual Property (other than Joint IntellectualProperty).  Any suit by SYNTA shall beeither in the name of SYNTA or its Affiliate, the name of ROCHE or itsAffiliate, or jointly by ROCHE, SYNTA and their respective Affiliates, as maybe required by applicable Law if the relevant court would otherwise lackjurisdiction if such Party or its Affiliate were absent from such suit.  For this purpose, ROCHE agrees to be joinedas a party to the suit if so required and shall execute such legal papers andcooperate in the prosecution of such suit as may be reasonably requested bySYNTA, providedthat SYNTA shall promptly reimburse allout-of-pocket expenses (including reasonable attorneys’ fees and expenses)actually incurred by ROCHE in connection with such cooperation.

####  

#### (b)                      If SYNTA does not initiatea suit or take other appropriate action that it has the initial right toinitiate or take pursuant to Section 8.3.2(a), then ROCHE may, in its 

####  

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

####  

#### 40

#### 

####  

#### discretion, provide SYNTAwith notice of ROCHE’s intent to initiate a suit or take other appropriateaction.  If ROCHE provides such noticeand SYNTA does not initiate a suit or take such other appropriate action within[***] ([***]) ([***] ([***]) in the case of a Paragraph IV Certification) afterreceipt of such notice from ROCHE, then ROCHE shall have the right to initiatea suit or take other appropriate action that it believes is reasonably requiredto protect the SYNTA Intellectual Property solely owned by SYNTA; provided,however,that ROCHE shall not initiate a lawsuit or take otherenforcement action without first consulting with SYNTA.  Any suit by ROCHE shall be either in the nameof ROCHE or its Affiliate, the name of SYNTA or its Affiliate, or jointly byROCHE, SYNTA and their respective Affiliates, as may be required by applicableLaw if the relevant court would otherwise lack jurisdiction if such Party orits Affiliate were absent from such suit. For this purpose, SYNTA agrees to be joined as a party to the suit if sorequired and shall execute such legal papers and cooperate in the prosecutionof such suit as may be reasonably requested by ROCHE, provided that ROCHE shall promptly reimburse all out-of-pocketexpenses (including reasonable attorneys’ fees and expenses) actually incurredby SYNTA in connection with such cooperation.

####  

### 8.3.3.       Right to Enforce the ROCHEIntellectual Property.

###  

#### (a)                      ROCHE shall have the firstright, but not the obligation, to initiate a suit or take other appropriateaction that it believes is reasonably required to protect (i.e., prevent orabate actual or threatened infringement or misappropriation of) or otherwiseenforce the ROCHE Intellectual Property (other than Joint IntellectualProperty).  Any suit by ROCHE shall beeither in the name of ROCHE or its Affiliate, the name of SYNTA or itsAffiliate, or jointly by ROCHE, SYNTA and their respective Affiliates, as maybe required by applicable Law if the relevant court would otherwise lackjurisdiction if such Party or its Affiliate were absent from such suit.  For this purpose, SYNTA agrees to be joinedas a party to the suit if so required and shall execute such legal papers andcooperate in the prosecution of such suit as may be reasonably requested byROCHE, providedthat ROCHE shall promptly reimburse allout-of-pocket expenses (including reasonable attorneys’ fees and expenses)actually incurred by SYNTA in connection with such cooperation.

####  

#### (b)                      If ROCHE does not initiatea suit or take other appropriate action that it has the initial right toinitiate or take pursuant to Section 8.3.3(a), then SYNTA may, in itsdiscretion, provide ROCHE with notice of SYNTA’s intent to initiate a suit ortake other appropriate action.  If SYNTAprovides such notice and ROCHE does not initiate a suit or take such otherappropriate action within [***] ([***]) ([***] ([***]) in the case of aParagraph IV Certification) after receipt of such notice from SYNTA, then SYNTAshall have the right to initiate a suit or take other appropriate action thatit believes is reasonably required to protect the ROCHE Intellectual Propertysolely owned by ROCHE; provided, however, that SYNTA shallnot initiate a lawsuit or take other enforcement action without firstconsulting with ROCHE.  Any suit by SYNTAshall be either in the name of SYNTA or its Affiliate, the name of ROCHE or itsAffiliate, or jointly by ROCHE, SYNTA and their respective Affiliates, as maybe required by applicable Law if the relevant court would otherwise lackjurisdiction if such Party or its Affiliate were absent from such suit.  For this purpose, ROCHE agrees to be joinedas a party to the suit and shall execute such legal papers and cooperate in theprosecution 

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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####  

#### of such suit as may bereasonably requested by SYNTA, provided thatSYNTA shall promptly reimburse all out-of-pocket expenses (including reasonableattorneys’ fees and expenses) actually incurred by ROCHE in connection withsuch cooperation.

####  

### 8.3.4.       Right to Enforce the Joint PatentRights and Joint Know-how. Responsibility for protecting (i.e., preventing or abating actual orthreatened infringement or misappropriation of) or otherwise enforcing theJoint Patent Rights and the Joint Know-how shall be determined in the samemanner as the SYNTA Patent Rights.  Theenforcing Party shall keep the other Party informed of the status of allenforcement activities, and shall consider in good faith all comments of theother Party regarding any aspect of such enforcement.  The enforcing Party shall not discontinueenforcement of Joint Patent Right or Joint Know-how without providing prior writtennotice to, and consultation with, the non-enforcing Party.

###  

### 8.3.5.       Conduct of Certain Actions; Costs.  The Party initiating suit shall have the soleand exclusive right to select counsel for any suit initiated by it pursuant to Section 8.3.2,8.3.3 or 8.3.4.  The initiating Partyshall assume and pay all of its own out-of-pocket costs incurred in connectionwith any litigation or proceedings initiated by it pursuant to Section 8.3.2,8.3.3 or 8.3.4, including the fees and expenses of the legal counsel selectedby it.  The other Party shall have theright to participate and be represented in any such suit by the initiatingParty’s counsel, or by its own legal counsel at its own expense.

###  

### 8.3.6.       Recoveries.  If ROCHE assumes control over any suit inresponse to any Infringement Claim, SYNTA shall be entitled, at its option, to (a) treatas Net Sales or (b) receive**[***] percent([***]%) of, any damages, settlements, accounts of profits, or other financialcompensation recovered by ROCHE from a Third Party based upon any suitinitiated by ROCHE in response to such Infringement Claim after deducting ROCHE’sactual out-of-pocket expenses (including reasonable attorneys’ fees andexpenses) incurred in pursuing such Infringement Claim, and ROCHE may retainthe balance.  If SYNTA assumes controlover any suit in response to any Infringement Claim, ROCHE shall be entitled toreceive [***] percent ([***]%) of any damages, settlements, accounts ofprofits, or other financial compensation recovered from a Third Party basedupon such suit in response to any such Infringement Claim after deducting SYNTA’sactual out-of-pocket expenses (including reasonable attorneys’ fees andexpenses) incurred in pursuing such suit in response to such InfringementClaim, and SYNTA may retain the balance.

###  

## 8.4.          Patent Invalidity Claim.  Each of the Parties shall promptly notify theother in the event of any legal or administrative action by any Third Partyagainst a ROCHE Patent Right, SYNTA Patent Right or Joint Patent Right, ofwhich it becomes aware, including any nullity, revocation, reexamination orcompulsory license proceeding or, in accordance with Section 8.6, anyParagraph IV Certification.  ROCHE shallhave the first right, but not the obligation, to defend against any such actionor Paragraph IV Certification involving a ROCHE Patent Right, in its own name,and the costs of any such defense shall be at ROCHE’s expense.  SYNTA shall have the first right, but not theobligation, to defend against any such action or Paragraph IV Certificationinvolving a SYNTA Patent Right or Joint Patent Right, in its own name, and thecosts of any such defense shall be at SYNTA’s expense.  The non-initiating Party, upon request 

##  

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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##  

## of the initiating Party,agrees to join in any such action and to cooperate reasonably with theinitiating Party, providedthat the initiating Party shallpromptly reimburse all out-of-pocket expenses (including reasonable counselfees and expenses) actually incurred by the non-initiating Party in connectionwith such cooperation.  If the initiatingParty does not defend against any such action, then the non-initiating Partyshall have the right, but not the obligation, to defend such action and anysuch defense shall be at the non-initiating Party’s expense.

##  

## 8.5.          Patent Marking. ROCHE shall comply with the patent marking statutes in each country inwhich the Licensed Product is sold by ROCHE, its Affiliates, or itsSublicensees.

##  

## 8.6.          Certification Under Drug Price Competition and PatentRestoration Act.  If a Party becomesaware of any certification filed pursuant to 21 U.S.C. §355(b)(2)(A)(iv) or355(j)(2)(A)(vii)(IV), or any notice under any future analogous provisions ofUnited States Law relating to regulation or approval of pharmaceutical products(or any amendment or successor statute thereto), or any comparable Law underany other jurisdiction, claiming that any SYNTA Patent Right, ROCHE PatentRight or Joint Patent Right, in each case Covering a Licensed Product in theField, is invalid or otherwise unenforceable, or that infringement will notarise from the manufacture, use, import or sale or offer of sale of a productby a Third Party (a “Paragraph IV Certification”), such Party shallpromptly notify the other Party in writing within three (3) Business Daysafter its receipt thereof.

##  

## 8.7.          Cooperation. SYNTA and ROCHE shall reasonably cooperate in the prosecution,procurement, maintenance and enforcement of all SYNTA Patent Rights, ROCHEPatent Rights and Joint Patent Rights. Such cooperation may include assistance by either Party and itsrespective Affiliates, employees, agents, consultants and designees informulating responses to official actions received from the United StatesPatent and Trademark Office and foreign patent offices, signing documents in connectionwith the prosecution, maintenance and enforcement of such Patent Rights andtaking steps to perfect title in such Patent Rights.  No Party may, without obtaining the priorwritten consent of such other Party, settle or compromise any claim or proceedingrelating to the Joint Know-how, Joint Patent Rights or the other Party’ssolely-owned Patent Rights or Know-how.

##  

# **ARTICLE IX -CONFIDENTIAL INFORMATION**

# ** **

## 9.1.          Treatment of Confidential Information.  During the Term and for [***] ([***]) [***]thereafter, each Party shall maintain Confidential Information of the otherParty in confidence, and shall not disclose, divulge, or otherwise communicatesuch Confidential Information to others or use it for any purpose other than inperformance of its obligations or exercise of its rights pursuant to thisAgreement, except that each Party may disclose such Confidential Information toits agents, directors, officers, employees, consultants, subcontractors,Affiliates and advisors (collectively, “Agents”) under writtenobligations of confidentiality at least as stringent as the confidentialityprovisions set forth in this Article IX and with a need to know suchinformation to perform such obligations or exercise such rights on behalf ofthe disclosing Party.  Each Party shallexercise efforts that are at least as diligent as those generally used by suchParty in protecting its own confidential and proprietary information (but noless 

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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##  

## than reasonable efforts), toprevent and restrain the unauthorized disclosure or use of such ConfidentialInformation by any of its Agents.  EachParty will be responsible for a breach of this Article IX by itsAgents.  For clarity, either Party maydisclose Confidential Information of the other Party (a) to RegulatoryAuthorities, to the extent necessary to obtain or maintain INDs or RegulatoryApprovals for any Licensed Product as permitted under this Agreement; (b) tooutside consultants, scientific advisory boards, managed care organizations,and non-clinical and clinical investigators (in each case, other than ROCHEEntities which are not then Affiliates hereunder) to the extent necessary toResearch, Develop or Commercialize any Collaboration Compound or LicensedProduct, providedthat such Party shall obtain confidentialityobligations from such Third Parties at least as stringent as theconfidentiality provisions set forth in this ARTICLE IX; and (c) to theextent necessary to prosecute and enforce ROCHE Patent Rights, SYNTA PatentRights or Joint Patent Rights; in each of the foregoing cases, solely to theextent applicable to such Party’s activities under this Agreement.  For clarity, ROCHE may disclose ConfidentialInformation of SYNTA to Chugai, solely to the extent necessary for Chugai to beable to determine whether to Develop or Commercialize any Licensed Compound orLicensed Product on ROCHE’s behalf hereunder, provided that ROCHE shallobtain confidentiality obligations from Chugai at least as stringent as theconfidentiality provisions set forth in this ARTICLE IX.

##  

## 9.2.          Exceptions. Notwithstanding the foregoing, the receiving Party’s obligations under Section 9.1shall not apply to any Confidential Information that, as shown by competentevidence:

##  

### 9.2.1.       either before or after the date of thedisclosure to the receiving Party is lawfully disclosed to the receiving Partyby Third Parties without any violation of any obligation to the other Party; or

###  

### 9.2.2.       either before or after the date of thedisclosure to the receiving Party, becomes published or generally known to thepublic through no fault or omission on the part of the receiving Party or itsAgents; or

###  

### 9.2.3.       is independently developed by or for thereceiving Party without reference to or reliance upon the other Party’s ConfidentialInformation as demonstrated by contemporaneous written records of the receivingParty; or

###  

### 9.2.4.       is required to be disclosed by thereceiving Party to comply with applicable Laws or legal process, including the rules orregulations of the U.S. Securities and Exchange Commission, or similarregulatory agency in any country other than the United States, or of any stockexchange, including Nasdaq, or to defend or prosecute litigation, providedthat the receiving Party promptly provides prior notice to the extentpracticable of such disclosure to the other Party and uses reasonable effortsto avoid or minimize the degree of such disclosure.

###  

## 9.3.          Publication Rights.** **During the Term of this Agreement,the following restrictions shall apply with respect to disclosure by any Partyof the other Party’s Confidential Information 

##  

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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##  

## relating to CollaborationCompounds, Licensed Compounds or the Licensed Product in any publication orpresentation:

##  

### 9.3.1.       Clinical Trial Registries.  Both Parties acknowledge that it is theirpolicy for the Clinical Trials with respect to the Licensed Products andresults thereof to be registered and published in accordance with theirinternal guidelines.  ROCHE, inaccordance with its internal policies and procedures, shall have the right topublish all Clinical Trials with respect to the Licensed Products and resultsthereof on the clinical trial registries which are maintained by or on behalfof ROCHE.  SYNTA shall not publish any ClinicalTrials with respect to the Licensed Products or results thereof on its clinicaltrial registry; provided, however, that ROCHE’s clinical trialregistry can be accessed via a link from SYNTA’s clinical trial registry; and provided,further, that SYNTA shall be permitted, in accordance with applicableLaw, to post Clinical Trial information with respect to the Licensed Productson clinicaltrials.gov or any other mandated registry.

###  

### 9.3.2.       Publication.  A Party (the “Publishing Party”) shallprovide the other Party with a copy of any proposed publication or presentationat least [***] ([***]) [***] (or at least [***] ([***]) [***] in the case ofabstracts or oral presentations) prior to submission for publication by thePublishing Party or its Affiliates so as to provide such other Party with anopportunity to recommend any changes it reasonably believes are necessary tocontinue to maintain the Confidential Information disclosed by the other Partyto the Publishing Party in accordance with the requirements of thisAgreement.  The incorporation of suchrecommended changes shall not be unreasonably refused; and if such other Partynotifies (“Notice”) the Publishing Party in writing, within [***]([***]) [***] after receipt of the copy of the proposed publication orpresentation (or at least [***] ([***]) [***] in the case of oralpresentations), that such publication or presentation in its reasonablejudgment (a) contains an invention, solely or jointly conceived or reducedto practice by the other Party, for which the other Party reasonably desires toobtain patent protection or (b) could be expected to have a materialadverse effect on the commercial value of any Confidential Informationdisclosed by the other Party to the Publishing Party, the Publishing Partyshall prevent such publication or delay such publication for a mutuallyagreeable period of time.  In the case ofinventions, a delay shall be for a period reasonably sufficient to permit thetimely preparation and filing of a patent application(s) on suchinvention, and in no event less than [***] ([***]) [***] from the date of theNotice.  In the case of ConfidentialInformation, any of the non-publishing Party’s Confidential Information shallbe deleted as requested.

###  

### 9.3.3.       Confidential Information in Patents.  Nothing in this Agreement shall preventeither Party from filing or prosecuting a patent application or its resultingpatents related to a Licensed Product; provided, that such Party is incompliance with Sections 8.2 and 9.1(c).

###  

### 9.3.4.       Return of Confidential Information.  Upon the expiration or termination of thisAgreement, the receiving Party shall return to the disclosing Party or, at thedisclosing Party’s request, destroy all Confidential Information received fromthe disclosing Party and all copies and reproductions thereof.  Notwithstanding the foregoing, (a) thereceiving Party’s legal counsel may retain one copy of the disclosing Party’sConfidential Information for archival 

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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### purposes, and (b) thereceiving Party may retain one copy of the disclosing Party’s ConfidentialInformation solely to the extent necessary to exercise the rights and licensesof the receiving Party expressly surviving expiration or termination of thisAgreement. Notwithstanding the return or destruction of the disclosing Party’sConfidential Information, the receiving Party shall continue to be bound by itsobligations of confidentiality and other obligations under this Article IX.

###  

# **ARTICLE X -REPRESENTATIONS, WARRANTIES AND COVENANTS**

# ** **

## 10.1.        Mutual Representations.  Each Party hereby represents and warrants tothe other Party as of the Execution Date as follows:

##  

### 10.1.1.     It is duly organized and validly existingunder the Laws of its jurisdiction of incorporation and has the corporate powerand authority to execute and deliver this Agreement and to perform itsobligations hereunder.

###  

### 10.1.2.     The execution, delivery and performance ofthis Agreement by such Party has been duly and validly authorized and approvedby proper corporate action on the part of such Party.  It has taken all other action required byapplicable Law, its certificate of incorporation or by-laws or any agreement towhich it is a party or by which it or its assets are bound, to authorize suchexecution, delivery and performance. Assuming due authorization, execution and delivery on the part of theother Party, this Agreement constitutes a legal, valid and binding obligationof such Party.

###  

### 10.1.3.     The execution and delivery of thisAgreement, and the performance of this as contemplated hereunder, by such Partywill not violate any applicable Law.

###  

### 10.1.4.     Neither the execution and delivery of thisAgreement nor the performance hereof by such Party requires such Party toobtain any permit, authorization or consent from any governmental authority orfrom any other Person, and such execution, delivery and performance by suchParty will not result in the breach of or give rise to any conflict,termination of, rescission, renegotiation or acceleration under or trigger anyother rights under any agreement or contract to which such Party may be a partyexisting as of the Execution Date, except any that would not, individually orin the aggregate, reasonably be expected to adversely affect the other Party’srights under this Agreement or the ability of such Party to perform itsobligations under this Agreement.

###  

## 10.2.        SYNTA’s Representations.  SYNTA hereby represents and warrants to ROCHEas of the Execution Date as follows:

##  

### 10.2.1.     To SYNTA’s knowledge, SYNTA has not, upthrough and including the Execution Date, intentionally withheld any materialinformation requested by ROCHE in connection with ROCHE’s due diligencerelating to the subject matter of this Agreement and the underlyingtransaction, and, when provided, the information related to CollaborationCompounds that SYNTA provided to ROCHE prior to the Execution Date wasup-to-date, timely and accurate in all material respects.

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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###  

### 10.2.2.     SYNTA has the right to grant to ROCHE therights and licenses described hereunder.

###  

### 10.2.3.     To SYNTA’s knowledge, Exhibit Ais a complete and correct list of all SYNTA Patent Rights in the Territory thatCover the Collaboration Compounds Controlled by SYNTA as of the Execution Date.

###  

### 10.2.4.     To SYNTA’s knowledge, no Third Party isinfringing any of the SYNTA Patent Rights identified on Exhibit A.

###  

### 10.2.5.     To SYNTA’s knowledge, the making, using orselling of [***] as contemplated under this Agreement will not infringe anyThird Party patent rights that exist as of the Execution Date.

###  

## 10.3.        ROCHE’s Representations.  ROCHE hereby represents and warrants to SYNTAas of the Execution Date as follows:

##  

### 10.3.1.     ROCHE has the right to grant to SYNTA therights and licenses described hereunder.

###  

### 10.3.2.     To ROCHE’s knowledge, there are no ROCHEPatent Rights in the Territory that Cover the Collaboration CompoundsControlled by ROCHE as of the Execution Date.

###  

## 10.4.        Covenants of the Parties.

##  

### 10.4.1.     Each of ROCHE and SYNTA shall require bywritten agreement that all of its personnel, employees, and agents involved inthe Research, Development, Manufacture or Commercialization of CollaborationCompounds or Licensed Products have entered into confidentiality and inventionassignment agreements that are consistent with the terms of this Agreement andshall be obligated to assign any rights they may have in any inventions madeduring such work to ROCHE or SYNTA, respectively.

###  

### 10.4.2.     Each Party and its Affiliates shallconduct, and shall use Commercially Reasonable Efforts to cause itsSublicensees, contractors, and consultants to conduct, all of its activitiescontemplated under this Agreement in accordance with all applicable Laws of thecountry in which such activities are conducted.

###  

## 10.5.        No Warranty. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTYHERETO MAKES ANY REPRESENTATION AND EXTENDS NO WARRANTY OF ANY KIND, EITHEREXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SUBJECT MATTER OFTHIS AGREEMENT (INCLUDING ANY COLLABORATION COMPOUND OR LICENSED PRODUCT),INCLUDING ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR APARTICULAR PURPOSE.

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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# **ARTICLE XI -INDEMNIFICATION**

 

## 11.1.                     Indemnificationby ROCHE.  ROCHE shallindemnify, hold harmless and defend SYNTA, its Affiliates and their respectivedirectors, officers, employees and agents from and against any and all losses,expenses, cost of defense (including reasonable attorneys’ fees, witness fees,damages, judgments, fines and amounts paid in settlement) and any amounts SYNTAbecomes legally obligated to pay because of any claim or claims against it, tothe extent that such claim or claims arise out of (a) the Research,Development, Manufacture, Commercialization, use or importation of LicensedCompounds or Licensed Products by or on behalf of ROCHE, its Affiliates orSublicensees (including product liability claims), (b) the breach of anyof ROCHE’s representations or warranties hereunder, or (c) anyinfringement of any Third Party Patent Rights or misappropriation of any ThirdParty Know-How in connection with the Development, Manufacture,Commercialization, use or import of any Licensed Compounds or LicensedProducts, in all cases except to the extent such losses, expenses, costs andamounts are due to the gross negligence or willful misconduct of SYNTA orbreach of any of SYNTA’s representations and warranties hereunder.

##  

## 11.2.                     Indemnificationby SYNTA.  SYNTA shallindemnify, hold harmless and defend ROCHE, its Affiliates and their respectivedirectors, officers, employees and agents from and against any and all losses,expenses, cost of defense (including reasonable attorneys’ fees, witness fees,damages, judgments, fines and amounts paid in settlement) and any amounts ROCHEbecomes legally obligated to pay because of any claim or claims against it, tothe extent that such claim or claims arise out of the breach of any of SYNTA’srepresentations or warranties hereunder, in all cases except to the extent suchlosses, expenses, costs and amounts are due to the gross negligence or willfulmisconduct of ROCHE or breach of any of ROCHE’s representations and warrantieshereunder.

##  

## 11.3.                     Procedure.  In the event of a claim by a Third Partyagainst any Person entitled to indemnification under this Agreement (in suchcapacity, the “Indemnified Party”), the Indemnified Party shall promptlynotify the other Party (in such capacity, the “Indemnifying Party”) inwriting of the claim (it being understood that the failure by the IndemnifiedParty to give prompt notice of a Third Party claim as provided in this Section 11.3shall not relieve the Indemnifying Party of its indemnification obligationunder this Agreement except and only to the extent that such Indemnifying Partyis actually prejudiced as a result of such failure to give prompt notice).Within [***] ([***]) days after delivery of such notification, the IndemnifyingParty may, upon written notice thereof to the Indemnified Party, undertake andsolely manage and control, at its sole expense and with counsel reasonablysatisfactory to the Indemnified Party, the defense of the claim. If theIndemnifying Party does not undertake such defense, the Indemnified Party shallcontrol such defense.  The Party notcontrolling such defense shall cooperate with the other Party and may, at itsoption and expense, participate in such defense, providedthat ifthe Indemnifying Party assumes control of such defense and the IndemnifiedParty in good faith concludes, based on advice from counsel, that theIndemnifying Party and the Indemnified Party have conflicting interests withrespect to such action, suit, proceeding or claim, the Indemnifying Party shallbe responsible for the reasonable fees and expenses of counsel to theIndemnified Party solely in connection therewith.  The Party controlling such defense shall 

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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## keep the other Party advised of the status ofsuch action, suit, proceeding or claim and the defense thereof and shallconsider recommendations made by the other Party with respect thereto.  The Indemnifying Party shall not be liablefor any litigation costs or expenses incurred by the Indemnified Party withoutthe Indemnifying Party’s written consent. The Indemnified Party shall notsettle any such action, suit, proceeding or claim without the prior writtenconsent of the Indemnifying Party, which shall not be unreasonably withheld,delayed or conditioned.  Without theprior written consent of the Indemnified Party, the Indemnifying Party shallnot settle any such action, suit, proceeding or claim, or consent to anyjudgment in respect thereof, that does not include a complete and unconditionalrelease of the Indemnified Party from all liability with respect thereto, thatimposes any liability or obligation on the Indemnified Party or thatacknowledges fault by the Indemnified Party.

##  

## 11.4.                     Insurance.  Each Party shall maintain appropriate productliability insurance (or self-insurance) with respect to its Research,Development, Manufacture and Commercialization activities hereunder in suchamount as such Party customarily maintains with respect to its other productsfor similar patient populations and commercial markets.  Each Party shall maintain such insurance forso long as it continues to conduct such activities hereunder, and for so longas such Party customarily maintains insurance with respect to sales of itsother products for similar patient populations and commercial markets.

##  

## 11.5.                     NoConsequential Damages.  INNO EVENT SHALL EITHER SYNTA OR ROCHE BE LIABLE FOR SPECIAL, INDIRECT,INCIDENTAL, EXEMPLARY, MULTIPLE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAGREEMENT BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.  NOTHING IN THIS SECTION 11.5 IS INTENDEDTO LIMIT OR RESTRICT (A) THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OFEITHER PARTY UNDER THIS ARTICLE XI, (B) REMEDIES AVAILABLE TO EITHER PARTYWITH RESPECT TO A BREACH OF ARTICLE IX OR (C) REMEDIES AVAILABLE TO EITHERPARTY WITH RESPECT TO A BREACH OF SECTION 6.6.

##  

# **ARTICLE XII -TERM AND TERMINATION**

# ** **

## 12.1.                     Term.  The term of this Agreement shall commence onthe Effective Date and, unless earlier terminated as provided in this Article XII,shall continue in full force and effect until the expiration of the RoyaltyTerm for all Licensed Products (the “Term”).

##  

## 12.2.                     Termination forNo Activity.  SYNTA mayterminate this Agreement in its entirety, effective immediately upon giving ofwritten notice thereof to ROCHE, in the event that, during any twelve (12)month period after the Research Term and prior to First Commercial Sale of anyLicensed Product anywhere in the Territory, no Development has been conductedby or on behalf of ROCHE with respect to any Licensed Compound, unless suchabsence of Development occurs as a result of an action by a RegulatoryAuthority prohibiting clinical development of all Licensed Products, in whichcase the twelve (12) month time period will be reset to begin as of the date ofsuch action.

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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## 12.3.                     Termination forConvenience.  At any timeafter December 31, 2010 during the Term, ROCHE shall have the right toterminate this Agreement in its entirety for any reason upon three (3) monthsprior written notice to SYNTA, such notice to be provided no earlier than September 30,2010.  At any time during the Term, ROCHEshall have the right to terminate this Agreement on a LicensedCompound-by-Licensed Compound basis in one or more Regions (each, a “TerminatedRegion”), for any reason upon three (3) months prior written notice toSYNTA; provided, that ROCHE cannot terminate this Agreement with respectto all Licensed Compounds except as provided in the first sentence of this Section 12.3.

##  

## 12.4.                     Termination forCause.  In the event of a materialbreach of this Agreement by a Party, the other Party may give the Party indefault notice of such material breach. If such material breach is not cured within sixty (60) days afterreceipt of such notice (or within thirty (30) days in the case of a paymentbreach), the notifying Party shall be entitled (without prejudice to any of itsother rights conferred on it by this Agreement or under applicable Law) toterminate this Agreement by giving written notice to the defaulting Party, withsuch termination to take effect immediately.

##  

## 12.5.                     Termination ifROCHE Challenges SYNTA Patent Rights.  If ROCHE or any of ROCHE’s Affiliates orSublicensees challenges the validity, enforceability, patentability or scope ofan claim included in any SYNTA Patent Rights or supports, directly orindirectly, any such challenge (any of the foregoing, a “Patent Challenge”),SYNTA shall have the right to terminate this Agreement upon thirty (30) days’written notice to ROCHE with respect to the SYNTA Patent Right so challenged byROCHE or any of its Affiliates or Sublicensees; provided, however,that if such Patent Challenge is terminated during such thirty (30) day period,then SYNTA shall not have the right to terminate this Agreement in respect ofsuch Patent Challenge; provided, however, that (a) at SYNTA’srequest, ROCHE shall issue a joint press release with SYNTA promptly after thetermination of such Patent Challenge, which press release shall publicize thatthe relationship between ROCHE and SYNTA with respect to this Agreement isstrong, and (b) if ROCHE or any of its Affiliates or Sublicensees was thefirst Person to initiate any such Patent Challenge, then ROCHE shall reimburseSYNTA for all costs and expenses, including attorneys’ fees, incurred by SYNTAin defending such Patent Challenge and any similar Patent Challenge made by anyThird Party within one (1) year after the initial Patent Challenge, andshall pay all such reimbursement amounts within thirty (30) days after receiptof an invoice from SYNTA therefor.

##  

## 12.6.                     Consequences ofTermination by ROCHE for Convenience in its Entirety; Termination by SYNTA forROCHE Breach or Patent Challenge.  If this Agreement is terminated by SYNTA inits entirety pursuant to Section 12.2 (Termination for No Activity), byROCHE in its entirety pursuant to Section 12.3 (Termination forConvenience), or by SYNTA pursuant to Section 12.4 (Termination for Cause)or 12.5 (Termination if ROCHE Challenges SYNTA Patent Rights), then:

##  

### 12.6.1.           Termination ofLicenses.  Thelicenses granted by SYNTA to ROCHE pursuant to Sections 6.1 (Research Licenses)and 6.2 (Development and Commercialization License to ROCHE) shall terminate;

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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### 12.6.2.           Regulatory Matters.  ROCHE shall transfer to SYNTA ownership ofall regulatory filings and Regulatory Approvals in ROCHE’s or its Affiliates’possession or control relating to all Collaboration Compounds that are notLicensed Compounds**(other than ROCHE solely ControlledCollaboration Compounds), Licensed Compounds and Licensed Products;

###  

### 12.6.3.           Preclinical andClinical Matters.  ROCHE shallassign to SYNTA its entire right, title, and interest in and to all preclinicaland clinical data, including pharmacology and biology data, in ROCHE’s or itsAffiliates’ possession or control relating to and to the extent necessary forSYNTA to continue the Research, Development or Commercialization ofCollaboration Compounds that are not Licensed Compounds (other than ROCHE solelyControlled Collaboration Compounds), Licensed Compounds and Licensed Products;

###  

### 12.6.4.           ManufacturingMatters.  At SYNTA’s option, ROCHEshall:

###  

#### (a)                                                    To the extentassignable and related to Licensed Compounds or Licensed Products, assign toSYNTA each manufacturing agreement then in effect with respect to theManufacture of such Licensed Compounds and Licensed Products;

####  

#### (b)                                                    transferManufacturing documents and materials which are used (at the time of thetermination) by or on behalf of ROCHE, its Affiliates or Sublicensees in theManufacture of such Licensed Compounds and Licensed Products; and

####  

#### (c)                                                     upon SYNTA’srequest, sell to SYNTA (or its designee) ROCHE’s then-existing inventory ofsuch Licensed Compounds and Licensed Products, at ROCHE’s FBMC;

####  

### 12.6.5.           Manufacturing Obligations after Termination.  To the extent ROCHE (or an Affiliate ofROCHE) is Manufacturing (on its own or through any Third Party contractmanufacturer) any Licensed Product, ROCHE (or its Affiliate) shall, at SYNTA’srequest, continue, for a period up to [***] ([***]) [***], to Manufacture (orhave Manufactured) such Licensed Product and supply such Licensed Product toSYNTA.  ROCHE shall be obligated tosupply quantities of such Licensed Product sufficient to satisfy SYNTA’srequirements under a manufacturing transfer and transition plan to benegotiated by the Parties in good faith so that SYNTA can assume allDevelopment and Commercialization activities with regard to such LicensedProduct.  ROCHE will supply suchquantities of Licensed Product at ROCHE’s FBMC (as such term is consistentlyapplied by ROCHE at the time of supply) plus [***] percent ([***]%).  In addition, for a period of time to beagreed upon in good faith by the Parties up to [***] ([***]) [***], ROCHE shallassist SYNTA as reasonably requested in (a) causing the assignment toSYNTA of any and all applicable Third Party Manufacturing and supply agreementsfor such Licensed Product, to the extent possible, or (b) transferring theManufacturing process for such Licensed Product to SYNTA or a Third Partycontract manufacturer engaged by SYNTA. Such assistance shall include assisting SYNTA in developing andexecuting a reasonable transfer and providing reasonable technical and regulatoryassistance and documentation relating to the manufacture, testing and supply ofsuch Licensed Product as necessary for SYNTA to be qualified or to qualify aThird Party for the 

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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### Manufacturing of such Licensed Product.  Notwithstanding the above, if at the time oftermination of this Agreement, the transfer of Development responsibility per Section 2.7.1for such Licensed Product has not yet occurred, then the transfer activitiesregarding Manufacture and testing of such Licensed Product shall be limited tothe transfer of documents and shipment of such Licensed Product, includingreference materials and stability samples, at no cost to SYNTA.

###  

### 12.6.6.           License Grantsto SYNTA.  ROCHEhereby grants to SYNTA an exclusive, royalty-bearing (as set forth in Section 12.6.8below), irrevocable, perpetual license, with the right to grant sublicenses,under the ROCHE Patent Rights, ROCHE Know-how, and ROCHE’s interest in anyJoint Patent Rights or Joint Know-how, in each case Covering CollaborationCompounds, Licensed Compounds or Licensed Products, to Research, Develop,Manufacture, have Manufactured, use, Commercialize and import suchCollaboration Compounds and Licensed Compounds (or products containing any suchCollaboration Compound or Licensed Compound as an active ingredient) orLicensed Products; provided, that SYNTA shall not exercise such licenseunless and until this Agreement is terminated by ROCHE pursuant to Section 12.3(Termination for Convenience), or by SYNTA pursuant to Section 12.2(Termination for No Activity), 12.4 (Termination for Cause) or 12.5(Termination if ROCHE Challenges SYNTA Patent Rights);

###  

### 12.6.7.           Prosecution andEnforcement.  Theprovisions of Sections 8.2 (Prosecution and Maintenance of Patent Rights), 8.3(Third Party Infringement), 8.4 (Patent Invalidity Claim), 8.6 (CertificationUnder Drug Price Competition and Patent Restoration Act) and 8.7 (Cooperation)shall remain in effect with respect to the ROCHE Patent Rights, ROCHE Know-how,Joint Patent Rights and Joint Know-how licensed to SYNTA under Section 12.6.6above, provided, that SYNTA shall have the first right, at itsexpense, to prosecute, maintain, enforce or defend, or initiate litigation withrespect to, the ROCHE Patent Rights or ROCHE Know-how under such provisions,with ROCHE having the step-in rights of the non-initiating Party as set forththerein;

###  

### 12.6.8.           RoyaltiesPayable to ROCHE.  In theevent that this Agreement is terminated after the expiration of the ResearchTerm, SYNTA shall pay ROCHE, on a country-by-country and LicensedProduct-by-Licensed Product basis, royalties on the net sales (with thedefinition of Net Sales set forth in Section 1.51 applied to such LicensedProduct) by SYNTA, its Affiliates and Sublicensees of Licensed Products, at therate of [***] percent ([***]%) with respect to Licensed Products containing aLicensed Compound that is Covered by SYNTA Patent Rights or Joint PatentRights; provided, however, that if such Licensed Product isinstead or also Covered by ROCHE Patent Rights, then such royalty rate shall be[***] percent ([***]%).  Any royaltiespayable by SYNTA pursuant to this Section 12.6.8 shall be payablecommencing on the first commercial sale (with the definition of FirstCommercial Sale set forth in Section 1.26 applied to such LicensedProduct) of such Licensed Product by SYNTA, its Affiliates or Sublicensees, andshall expire on a country-by-country basis and Licensed Product-by-LicensedProduct basis on the expiration of the last Valid Claim of the ROCHE PatentRights, SYNTA Patent Rights or Joint Patent Rights, as applicable, Covering theLicensed Compound contained 

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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### in such Licensed Product in such country, andsubject to royalty deductions and adjustments corresponding to those set forthunder Section 7.6; and

###  

### 12.6.9.           Assignment ofTrademark.  ROCHE shallassign to SYNTA ROCHE’s and its Affiliates’ entire right, title and interestin, to and under any trademark used by ROCHE, its Affiliates or Sublicenseesexclusively in connection with the Commercialization of a Licensed Product, itbeing understood that such assignment shall not include the ROCHE name ortrademark for the ROCHE company itself.

###  

## 12.7.                     Consequences ofTermination by ROCHE for SYNTA Breach.  If ROCHE terminates this Agreement pursuantto Section 12.4 (Termination for Cause), then, at ROCHE’s election, (a) theResearch licenses granted to ROCHE pursuant to Section 6.1 (ResearchLicenses) shall continue solely if the termination occurs during the ResearchTerm and solely to enable ROCHE to perform the Research activities with respectto any Collaboration Compound which were not completed by SYNTA under theResearch Plan, and (b) the Development and Commercialization licensesgranted to ROCHE pursuant to Section 6.2 (Development andCommercialization License to ROCHE) shall continue solely with respect toLicensed Compounds and Licensed Products; in each case subject to ROCHE’scontinued compliance with ROCHE’s payment and other obligations under Article VIIwith respect to such Collaboration Compounds, Licensed Compounds or LicensedProducts.

##  

## 12.8.                     Effect ofTermination and Expiration; Accrued Rights and Obligations.  Upon termination or expiration of thisAgreement for any reason, all rights and obligations of the Parties, includingthe licenses granted hereunder, shall end, unless otherwise set forth in this Article XII.  Termination of this Agreement for any reasonshall not release either Party from any liability that, at the time of suchtermination, has already accrued or that is attributable to a period prior tosuch termination (including payments for Research and Development workperformed, and other payment obligations under Article VII accrued, priorto the effective date of termination) nor preclude either Party from pursuingany right or remedy it may have hereunder or at Law or in equity with respectto any breach of this Agreement. Notwithstanding the preceding sentence, (a) if this Agreement isterminated by ROCHE pursuant to Section 12.4 (Termination for Cause), thenROCHE need not make any payments pursuant to Section 7.4 (DevelopmentEvent Payments) that first accrue during the applicable cure period set forthin Section 12.4 with respect to the breach for which ROCHE so terminatedthis Agreement, and (b) if this Agreement is terminated in its entirety byROCHE pursuant to Section 12.3 (Termination for Convenience), then ROCHEneed not make any payments pursuant to rows (a) through (d) in thetable in Section 7.4 (Development Event Payments) that first accrue duringthe three (3) month notice period set forth in Section 12.3 withrespect to such termination.  Inaddition, if this Agreement is terminated, by ROCHE pursuant to Section 12.3(Termination for Convenience), or by SYNTA pursuant to Section 12.2(Termination for No Activity), 12.4 (Termination for Cause) or 12.5(Termination if ROCHE Challenges SYNTA Patent Rights), then ROCHE shallcontinue to be responsible for all non-cancellable costs committed to by SYNTAwhich would otherwise have been reimbursed by ROCHE hereunder and all costscommitted to by SYNTA for Development activities which cannot be cancelled forethical reasons; provided, that SYNTA shall use Commercially ReasonableEfforts to mitigate such costs.  It isunderstood and agreed 

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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## that monetary damages may not be a sufficientremedy for any breach of this Agreement and that the non-breaching Party may beentitled to seek injunctive relief as a remedy for any such breach.

##  

## 12.9.                     Survival.  The rights and obligations set forth in thisAgreement shall extend beyond the termination or expiration of this Agreementonly to the extent expressly provided for in this Agreement or to the extentrequired to give effect to a termination of this Agreement or the consequencesof a termination of this Agreement as expressly provided for in thisAgreement.  Without limiting thegenerality of the foregoing, it is agreed that the provisions of Sections2.5.2, 6.5, 6.7, 7.7.2, 7.7.6, 7.7.7, 7.9, 8.1, 9.1, 9.2, 9.3.4, 10.5, 11,12.6, 12.7, 12.8, 12.9, 12.10, 13 and 14, except for Section 14.3, and,solely with respect to Joint Intellectual Property, Sections 8.2.3, 8.2.5,8.2.6, 8.3.1, 8.3.4, 8.3.5, 8.3.6, 8.4, 8.6 and 8.7 shall survive expiration ortermination of this Agreement for any reason.

##  

## 12.10.              ConsequencesRegarding Termination of Licensed Compounds in One or More Regions forConvenience.  If ROCHEterminates this Agreement pursuant to Section 12.3 (Termination forConvenience) with respect to a Licensed Compound in one or more Regions, then:

##  

### 12.10.1.                                 Termination ofLicenses.  Thelicenses granted by SYNTA to ROCHE pursuant to Section 6.2 (Developmentand Commercialization License to ROCHE) shall automatically terminate, in allTerminated Regions, with respect to such Licensed Compound and all LicensedProducts containing such Licensed Compound;

###  

### 12.10.2.                                 RegulatoryMatters.  ROCHE shall (a) transferto SYNTA ownership of all regulatory filings filed in, and Regulatory Approvalsreceived with respect to, any Terminated Region (or any country therein), whichfilings or Regulatory Approvals are in ROCHE’s or its Affiliates’ possession orcontrol and relate to such Licensed Compound and Licensed Products containingsuch Licensed Compound; and (b) grant SYNTA or its designees a Right ofReference or Use to any and all regulatory filings filed in, and RegulatoryApprovals received with respect to, any Region (or country) other than aTerminated Region (or any country therein), which filings or Regulatory Approvalsare in ROCHE’s or its Affiliates’ possession or control and relate to suchLicensed Compound and Licensed Products containing such Licensed Compound, andROCHE shall sign, and cause its Affiliates to sign, any instruments reasonablyrequested by SYNTA in order to effect such grant.  For the sake of clarity, SYNTA may publish onits clinical trial registry any Clinical Trials with respect to LicensedProducts containing such Licensed Compound or results thereof;

###  

### 12.10.3.                                 Preclinical andClinical Matters.  (a) Oncesuch Licensed Compound is terminated in all Regions, ROCHE shall assign toSYNTA its entire right, title, and interest in and to all preclinical andclinical data, including pharmacology and biology data, in ROCHE’s or itsAffiliates’ possession or control, relating to, and to the extent necessary forSYNTA to continue, the Development or Commercialization of such LicensedCompound and Licensed Products containing such Licensed Compound; (b) Ifsuch Licensed Compound is terminated in some, but not all, Regions, then ROCHEshall provide to SYNTA a copy of all preclinical and clinical data, includingpharmacology and biology data, in ROCHE’s or its 

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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### Affiliates’ possession or control, relatingto, and to the extent necessary for SYNTA to continue, the Development orCommercialization of such Licensed Compound and Licensed Products containingsuch Licensed Compound;

###  

### 12.10.4.                                 WorldwideManufacturing Matters.  Oncesuch Licensed Compound is terminated in all Regions, then, at SYNTA’s option,ROCHE shall (a) to the extent assignable at no cost to ROCHE, assign toSYNTA each manufacturing agreement then in effect with respect to theManufacture of such Licensed Compound and Licensed Products containing such LicensedCompound; (b) transfer to SYNTA Manufacturing documents and materialswhich are used (at the time of the termination) by or on behalf of ROCHE, itsAffiliates or Sublicensees in the Manufacture of such Licensed Compound andLicensed Products containing such Licensed Compound; and (c) upon SYNTA’srequest, sell to SYNTA (or its designee) ROCHE’s then-existing inventory ofsuch Licensed Compound and Licensed Products containing such Licensed Compound,at FBMC;

###  

### 12.10.5.                                 RegionalManufacturing Matters.  Ifsuch Licensed Compound is terminated in some, but not all, Regions, then, atSYNTA’s option, ROCHE shall sell to SYNTA (or its designee) a proportionateamount of ROCHE’s then-existing inventory of such Licensed Compound andLicensed Products containing such Licensed Compound, at FBMC, which proportionreflects (a) if such Licensed Products had been Commercialized in eachRegion prior to such termination, the proportion of units of such LicensedProducts sold in the Terminated Regions during the [***] ([***]) [***] periodprior to such termination, compared to the number of units of such LicensedProducts sold worldwide during such [***] ([***]) [***] period, or (b) ifsuch Licensed Products had not been Commercialized in each Region prior to suchtermination, an estimate, as mutually agreed by the Parties in good faith, ofthe number of units of such Licensed Products anticipated to be sold in theTerminated Regions during the [***] ([***]) [***] period immediately followingsuch termination, compared to the number of units of such Licensed Productsanticipated to be sold worldwide during such [***] ([***]) [***] period; provided,however, that, if the then-existing inventory is not sufficient toprovide both SYNTA with such amounts and ROCHE with the amounts of suchLicensed Compound and Licensed Products containing such Licensed Compound itreasonably requires to Commercialize such Licensed Products in the next [***]([***]) [***] period, then ROCHE may retain as much of such then-existinginventory as it reasonably requires to Commercialize such Licensed Products inthe next [***] ([***]) [***] period;

###  

### 12.10.6.                                 ROCHEManufacturing.  To theextent ROCHE (or an Affiliate of ROCHE) is Manufacturing (on its own or throughany Third Party contract manufacturer) any such Licensed Product that hasachieved First Commercial Sale in any country (a “Terminated CommercialProduct”), ROCHE (or its Affiliate) shall, at SYNTA’s request, continue,for a period up to [***] ([***]) [***], to Manufacture (or have Manufactured)such Terminated Commercial Product and supply such Terminated CommercialProduct to SYNTA, for SYNTA to Develop such Terminated Commercial Product for,and Commercialize such Terminated Commercial Product in, the TerminatedRegions.  ROCHE shall be obligated tosupply, with the proviso that ROCHE need not increase its manufacturingcapacity, quantities of such Terminated Commercial Product sufficient tosatisfy SYNTA’s requirements under a manufacturing transfer 

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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### and transition plan to be negotiated by theParties in good faith so that SYNTA can assume, with regard to such TerminatedCommercial Product, all Development activities for, and Commercializationactivities in, the Terminated Regions. ROCHE will supply such quantities of Terminated Commercial Product atROCHE’s FBMC (as such term is consistently applied by ROCHE at the time ofsupply) plus [***] percent ([***]%).  Inaddition, for a period of time to be agreed upon in good faith by the Partiesup to [***] ([***]) [***], ROCHE shall assist SYNTA as reasonably requested (a) incausing the assignment to SYNTA of any and all applicable Third PartyManufacturing and supply agreements for such Terminated Commercial Product, tothe extent possible without jeopardizing ROCHE’s manufacturing needs, and (b) intransferring the Manufacturing process for such Terminated Commercial Product toSYNTA or a Third Party contract manufacturer engaged by SYNTA.  Such assistance shall include assisting SYNTAin developing and executing a reasonable transfer and providing reasonabletechnical and regulatory assistance and documentation relating to themanufacture, testing and supply of such Licensed Product as necessary for SYNTAto be qualified or to qualify a Third Party for the Manufacturing of suchLicensed Product.  Prior to such LicensedProduct achieving First Commercial Sale in any country, the transfer activitiesregarding Manufacture and testing of such Licensed Product shall be limited tothe transfer of documents and shipment of such Licensed Product, includingreference materials and stability samples, at no cost to SYNTA;

###  

### 12.10.7.                                 License Grantsto SYNTA.  ROCHEhereby grants SYNTA (a) an exclusive, royalty-bearing (as set forth in Section 12.10.9below), irrevocable, perpetual license, with the right to grant sublicenses,under the ROCHE Patent Rights, ROCHE Know-how, and ROCHE’s interest in anyJoint Patent Rights or Joint Know-how, in each case Covering such LicensedCompound, to Develop, Manufacture, have Manufactured, use, Commercialize andimport such Licensed Compounds or Licensed Products containing such LicensedCompound, in each case in the Terminated Regions, and (b) to the extentthat such Licensed Compound is not terminated in all Regions, a non-exclusive,royalty-bearing (as set forth in Section 12.10.9 below), irrevocable,perpetual license, with the right to grant sublicenses, under the ROCHE PatentRights, ROCHE Know-how, and ROCHE’s interest in any Joint Patent Rights orJoint Know-how, in each case Covering such Licensed Compound, to Develop,Manufacture and have Manufactured, and to use and import for purposes ofDevelopment and Manufacturing, such Licensed Compounds or Licensed Productscontaining such Licensed Compound, in each case in each Region not yetterminated;

###  

### 12.10.8.                                 Prosecution andEnforcement.  Theprovisions of Sections 8.2 (Prosecution and Maintenance of Patent Rights), 8.3(Third Party Infringement), 8.4 (Patent Invalidity Claim), 8.6 (CertificationUnder Drug Price Competition and Patent Restoration Act) and 8.7 (Cooperation)shall remain in effect with respect to the ROCHE Patent Rights, ROCHE Know-how,Joint Patent Rights and Joint Know-how licensed to SYNTA under Section 12.10.7;provided, that SYNTA shall have the first right, at its expense,to prosecute, maintain, enforce or defend, or initiate litigation with respectto, the ROCHE Patent Rights or ROCHE Know-how under such provisions, with ROCHEhaving the step-in rights of the non-initiating Party as set forth therein;

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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### 12.10.9.                 Royalties Payable to ROCHE.  In the event that ROCHE terminates thisAgreement pursuant to Section 12.3 (Termination for Convenience) withrespect to a Licensed Compound after the expiration of the Research Term, SYNTAshall pay ROCHE, on a country-by-country and Licensed Product-by-LicensedProduct basis, royalties on the net sales (with the definition of Net Sales setforth in Section 1.50 applied to such Licensed Product) by SYNTA, itsAffiliates and Sublicensees of Licensed Products containing such LicensedCompound in the Terminated Regions, at the rate of [***] percent ([***]%) withrespect to Licensed Products containing a Licensed Compound that is Covered bySYNTA Patent Rights or Joint Patent Rights; provided, however, thatif such Licensed Product is instead or also Covered by ROCHE Patent Rights,then such royalty rate shall be [***] percent ([***]%).  Any royalties payable by SYNTA pursuant tothis Section 12.10.9 shall be payable commencing on the first commercialsale (with the definition of First Commercial Sale set forth in Section 1.26applied to such Licensed Product) of such Licensed Product by SYNTA, itsAffiliates or Sublicensees in the relevant country in the Terminated Region,and shall expire on a country-by-country basis and Licensed Product-by-LicensedProduct basis on the expiration of the last Valid Claim of the ROCHE PatentRights, SYNTA Patent Rights or Joint Patent Rights, as applicable, Coveringsuch Licensed Compound in such country, and subject to royalty deductions andadjustments corresponding to those set forth under Section 7.6; and

###  

### 12.10.10.               Assignment of Trademark.  ROCHE shall assign to SYNTA ROCHE’s and itsAffiliates’ entire right, title and interest in, to and under any trademarkused by ROCHE, its Affiliates or Sublicensees in connection with theCommercialization of such Licensed Compound (or Licensed Product containingsuch Licensed Compound) in the Terminated Regions, it being understood thatsuch assignment shall not include the ROCHE name or trademark for the ROCHEcompany itself.

###  

# **ARTICLE XIII -DISPUTERESOLUTION**

# ** **

## 13.1.       Referral of Unresolved Matters to Executive Officers.  Subject to Section 3.2.4, and except formatters that are subject to a Party’s final decision making authority pursuantto Section 8.2.6(b) (Patent Term Extensions) or Section 2 of Schedule5.3 (Co-Promotion Terms), if the JSC is unable to resolve any matterconsidered by it, including matters referred to it by the JRDC, within [***]([***]) [***] after the matter is first considered by it, the matter shall bereferred to the Executive Officers to be resolved by negotiation in good faithas soon as is practicable but in no event later than ([***]) [***] afterreferral.  Such resolution, if any, of areferred issue by the Executive Officers shall be final and binding on theParties.

 

## 13.2.       Alternative Dispute Resolution.  Subject to Sections 3.2.4 (Decision-Making)and 13.1, if a dispute referred to the Executive Officers has not been resolvedby the Executive Officers within [***] ([***]) days after referral, or if theExecutive Officers fail to meet within such [***] ([***]) days, a Party mayseek resolution of the dispute by initiating arbitration in accordance with thefollowing provisions.

##  

### 13.2.1.    Location.  All disputes arising out of this Agreementand referred to arbitration pursuant to this Section 13.2 shall be finallyresolved by arbitration conducted by a

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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### single arbitrator (unless the Partiesmutually agree to three (3) arbitrators) in New York, New York in theEnglish language in accordance with the Commercial Arbitration Rules ofthe American Arbitration Association (“AAA”).  Such arbitrator shall be appointed by the AAApursuant to its procedures.  The AAAshall be the administrator of the arbitration proceedings.

###  

### 13.2.2.  Ruling.  The arbitrator(s) may proceed to anaward notwithstanding the failure of the other Party to participate in theproceedings.  The Parties shall use goodfaith efforts to complete arbitration under this Section 13.2 withinninety (90) days following the initiation of such arbitration.  The arbitrator(s) shall establishreasonable additional procedures to facilitate and complete such arbitrationwithin such ninety (90) day period.  Thearbitrator(s) shall be authorized to grant interim relief, including toprevent the destruction of goods or documents involved in the dispute, protecttrade secrets and provide for security for a prospective monetary award.  The arbitrator(s) shall issue a writtendecision in order to explain the basis of the ruling, unless otherwise agreedby the Parties.  The arbitrator(s) shallnot have the authority to award special, incidental, consequential, exemplary,punitive, multiple or other indirect damages or loss of profits, loss of dataor loss of use damages, except as permitted under Section 11.5.

###  

### 13.2.3.  Fees.  The arbitrator(s) shall be paidreasonable fees plus expenses.  Thesefees and expenses, along with the reasonable legal fees and expenses of theprevailing Party (including all expert witness fees and expenses), the fees andexpenses of a court reporter, and any expenses for a hearing room, shall bepaid as follows:

###  

#### (a)            Ifthe arbitrator(s) rule in favor of one Party on all disputed issuesin the arbitration, the losing Party shall pay all such fees and expenses.

####  

#### (b)            Ifthe arbitrator(s) rule in favor of one Party on some issues and theother Party on other issues, the arbitrator(s) shall issue with the rulinga written determination as to how such fees and expenses shall be allocatedbetween the Parties.  The arbitrator(s) shallallocate fees and expenses in a way that bears a reasonable relationship to theoutcome of the arbitration, with the Party prevailing on more issues, or onissues of greater value or gravity, recovering a relatively larger share of itslegal fees and expenses.

####  

### 13.2.4.  Decision.  Any decision or award of the arbitrator(s) shallbe final, conclusive, and binding on the Parties, and judgment may be enteredon any award in any court of competent jurisdiction, subject only to revocationon grounds of fraud or clear bias on the part of the arbitrators.  To the extent lawful, the Parties otherwiseexclude any right of application or appeal to the courts in connection with anymatter arising in the arbitration or in connection with any award or decisionmade by the arbitrators.

###  

### 13.2.5.  NoLimitation.  Notwithstanding theforegoing, (a) nothing in this Article XIII shall be construed aslimiting in any way the right of a Party to seek injunctive or other equitablerelief from a court of competent jurisdiction with respect to any actual orthreatened breach of this Agreement, and (b) each Party shall have theright to institute judicial proceedings against the other Party (or anyoneacting by or through such other Party), in order to

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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### enforce such Party’s rights under thisAgreement or under any decision or award of the arbitrator(s), throughreformation of contract, specific performance, injunction or similar equitablerelief.

###  

### 13.2.6.  NoArbitration of Patent Matters. Unless otherwise agreed by the Parties, a dispute between the Partiesrelating to the validity, infringement or enforceability of patents shall notbe subject to arbitration and shall by submitted to a court of competentjurisdiction.

###  

# **ARTICLE XIV -MISCELLANEOUS**

# ** **

## 14.1.       Governing Law. This Agreement and any dispute arising from the performance or breach ofthis Agreement shall be governed by, construed and enforced in accordance withthe laws of the State of Delaware, other than any principle of conflict orchoice of laws that would cause the application of the laws of any otherjurisdiction; providedthat with respect to matters involvingenforcement of intellectual property rights, the Laws of the applicable countryshall apply.  The provisions of theUnited Nations Convention on Contracts for the International Sale of Goodsshall not apply to this Agreement or any subject matter hereof.

##  

## 14.2.       Waiver.  Waiverby a Party of a breach hereunder by the other Party shall not be construed as awaiver of any succeeding breach of the same or any other provision.  No delay or omission by a Party to exerciseor avail itself of any right, power or privilege that it has or may havehereunder shall operate as a waiver of any right, power or privilege by suchParty.  No waiver shall be effectiveunless made in writing with specific reference to the relevant provision(s) ofthis Agreement and signed by a duly authorized representative of the Partygranting the waiver.

##  

## 14.3.       Change of Control. If SYNTA undergoes a Change of Control to or with a Third Party, then,at ROCHE’s election, ROCHE may terminate either:  (i) the rights of such Third Party, asassignee of SYNTA’s rights under this Agreement, to participate on the JRDC orJSC, or (ii) the rights of such Third Party, as assignee of SYNTA’s rightsunder this Agreement, to Co-promote Licensed Products under this Agreement, orboth (i) and (ii).

##  

## 14.4.       Notices.  Allnotices, instructions and other communications hereunder or in connectionherewith shall be in writing, shall be sent to the address specified in this Section 14.4and shall be:  (a) deliveredpersonally; (b) sent by registered or certified mail, return receiptrequested, postage prepaid; (c) sent via a reputable nationwide overnightcourier service; or (d) sent by facsimile transmission.  Any such notice, instruction or communicationshall be deemed to have been delivered upon receipt if delivered by hand, three(3) Business Days after it is sent by registered or certified mail, returnreceipt requested, postage prepaid, one (1) Business Day after it is sentvia a reputable nationwide overnight courier service, or when transmitted withelectronic confirmation of receipt, if transmitted by facsimile (if suchtransmission is on a Business Day; otherwise, on the next Business Dayfollowing such transmission).

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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Notices to ROCHE shall beaddressed to:

 

F.Hoffmann-La Roche Ltd

Grenzacherstrasse124

4070 Basel

Switzerland

Attention:  Legal Department

Facsimile:  4161 688 1396

 

And:

 

Hoffmann-La Roche Inc.

340 Kingsland Street

Nutley, New Jersey 07110

USA

Attention:  Corporate Secretary

Facsimile: 1-(973) 235-3500

 

With a copy to:

 

F. Hoffmann-La Roche Ltd

Grenzacherstrasse124

4070Basel

Switzerland

Attention:  Pharma Partnering

Facsimile: 41 61 688 7990

 

Notices to SYNTA shall beaddressed to:

 

Synta Pharmaceuticals Corp.

45 Hartwell Avenue

Lexington, MA 02421

USA

Attention:  Business Development

Facsimile:1-(781) 274-8228

 

Withcopies to:

 

Synta Pharmaceuticals Corp.

45 Hartwell Avenue

Lexington, MA 02421

USA

Attention:  General Counsel

Facsimile:1-(781) 274-8228

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

60

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And:

 

WilmerHale60 State StreetBoston, MA USA 02109

Attention:  Belinda M. Juran, Esq.Facsimile:  1-(617) 526-5000

 

Either Party may change its address by giving noticeto the other Party in the manner provided above.

 

## 14.5.       Entire Agreement. This Agreement (including all attachments hereto) contains the completeunderstanding of the Parties with respect to the subject matter hereof, setsforth all the covenants, promises, agreements, warranties, representations,conditions and understandings between the Parties and supersedes all priorunderstandings and writings relating to such subject matter.  In particular, and without limitation, itsupersedes and replaces the Confidentiality Agreements and any and all termsheets relating to the transactions contemplated by this Agreement andexchanged between the Parties prior to the Effective Date.  For the sake of clarity, nothing herein shallterminate or supersede the Confidential Disclosure Agreement between SYNTA andROCHE NUTLEY dated as of August 5, 2005. No amendment, change or addition to this Agreement will be effective orbinding on either Party unless reduced to writing and duly executed on behalfof both Parties.

##  

## 14.6.       Headings. Headings in this Agreement are for convenience of reference only andshall not be considered in construing this Agreement.

##  

## 14.7.       Severability.  Ifany provision of this Agreement is held unenforceable by a court or tribunal ofcompetent jurisdiction because it is invalid or conflicts with any Law of anyrelevant jurisdiction, the validity of the remaining provisions shall not beaffected.  In such event, the Partiesshall negotiate a substitute provision that, to the extent possible,accomplishes the original business purpose.

##  

## 14.8.       Assignment. Neither this Agreement nor any right or obligation hereunder may beassigned or otherwise transferred by any Party without the written consent ofthe other Party; provided, however that any Party may, withoutsuch consent, assign this Agreement, in whole or in part:  (a) to any of its respective Affiliates,providedthat such Party shall remain jointly and severallyliable with such Affiliate in respect of all obligations so assigned and suchAffiliate has acknowledged and confirmed in writing that, effective as of suchassignment or other transfer, such Affiliate shall be bound by this Agreementas if it were a party to it as and to the identical extent applicable to thetransferor; or (b) to any successor in interest by way of merger oracquisition or by sale of all or substantially all of its assets to which thisAgreement pertains (whether by merger, reorganization, acquisition, sale orotherwise), provided, that such successor agrees in writing to bebound by the terms of this Agreement as if it were the assigning party.  Any purported assignment in violation of thisSection 14.8 shall be void.  Theterms of this

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

61

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## Agreement shall be binding on and inure tothe benefit of the permitted successors and assigns of the Parties.

##  

## 14.9.       Counterparts. This Agreement may be executed in any number of counterparts, each ofwhich shall be deemed an original but all of which together shall constituteone and the same instrument

##  

## 14.10.     Force Majeure.  No Party shall be liable for failure of ordelay in performing obligations set forth in this Agreement, and no Party shallbe deemed in breach of its obligations, if such failure or delay is due to anatural disaster, explosion, fire, flood, tornadoes, thunderstorms, earthquake,war, terrorism, riots, embargo, losses or shortages of power, labor stoppage,substance or material shortages, damage to or loss of product in transit,events caused by reason of Laws of any Regulatory Authority, events caused byacts or omissions of a Third Party, or any other cause reasonably beyond the controlof such Party.  The Party affected bysuch force majeure will provide the other Party with full particulars thereofas soon as it becomes aware of the same (including its good faith estimate ofthe likely extent and duration of the interference with its activities), andwill use Commercially Reasonable Efforts to overcome the difficulties createdthereby and to resume performance of its obligations as soon aspracticable.  If the performance of anysuch obligation under this Agreement is delayed owing to such a force majeurefor any continuous period of more than one hundred eighty (180) days, theParties will consult with respect to an equitable solution, including thepossibility of the mutual termination of this Agreement.

##  

## 14.11.     Press Releases and Other Disclosures.  The Parties will cooperate in the release ofa joint press release, substantially in the form set forth in Schedule14.11, as soon as practicable after the Execution Date of thisAgreement.  The Parties also recognizethat each Party may from time to time desire to issue additional press releasesand make other public statements or disclosures regarding the subject matter ofthis Agreement.  In such event, the Partydesiring to issue an additional press release or make a public statement ordisclosure shall provide the other Party with a copy of the proposed pressrelease, statement or disclosure for review, comment and approval at least[***] ([***]) Business Days in advance (or such shorter period as would permitthe publicizing Party to comply with applicable Law), which advance approvalshall not be unreasonably withheld, conditioned or delayed (except that neitherParty shall have any obligation to disclose Confidential Information except tothe extent required or permitted pursuant to Article IX).  The reviewing Party shall notify thepublicizing Party within such [***] ([***]) Business Days period (or suchshorter period) of its comments and whether it approves such disclosure.  It is agreed that each such disclosure shallonly be done with such approval of the other Party and no other publicstatement or disclosure concerning the existence or terms of this Agreementshall be made, either directly or indirectly, by either Party, without firstobtaining the written approval of the other Party.  Notwithstanding the foregoing provisions ofthis Section 14.11 or of Article IX, (a) a Party may make anydisclosure or public announcement if the contents of such disclosure or publicannouncement have previously been made public other than through a breach ofthis Agreement by the issuing Party; (b) if a Party reasonably determinesthat a public disclosure shall be required by Law, including in a public filingwith the U.S. Securities and Exchange Commission, such Party may disclose theexistence and terms of this Agreement

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

62

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## and any material developments that occurunder this Agreement where so required, providedthat such Partyshall, to the extent practicable and permitted by applicable Law, notify theother Party and allow the other Party to comment on the proposed disclosure,which comments shall be considered by the disclosing Party in good faith; (c) aParty may disclose the existence and terms of this Agreement under obligationsof confidentiality to bona fide potential or actual advisors, consultants,investors, lenders, investment bankers or other potential financial partners inconnection with such Party’s proposed financing or business combinationactivities; and (d) a Party may disclose the terms and existence of thisAgreement to bona fide potential or actual Sublicensees, as reasonablynecessary in connection with a permitted sublicense under the licenses grantedin this Agreement.

##  

## 14.12.     Third Party Beneficiaries.  None of the provisions of this Agreementshall be for the benefit of or enforceable by any Third Party other than anindemnitee under Article XI.  Nosuch Third Party shall obtain any right under any provision of this Agreementor shall by reason of any such provision make any claim in respect of any debt,liability or obligation (or otherwise) against either Party.

##  

## 14.13.     Relationship of the Parties.  Each Party shall bear its own costs incurredin the performance of its obligations hereunder without charge or expense tothe other, except as expressly provided in this Agreement.  Neither Party shall have any responsibilityfor the hiring, termination or compensation of the other Party’s employees orfor any employee compensation or benefits of the other Party’s employees.  No employee or representative of a Partyshall have any authority to bind or obligate the other Party for any sum or inany manner whatsoever, or to create or impose any contractual or otherliability on the other Party without such other Party’s approval.  For all purposes, and notwithstanding anyother provision of this Agreement to the contrary, the legal relationship underthis Agreement of each Party to the other Party shall be that of independentcontractor.  Nothing in this Agreementshall be construed to establish a relationship of partners or joint venturersbetween the Parties.

##  

## 14.14.     Performance by Affiliates.  Either Party may use one or more of itsAffiliates to perform its obligations and duties hereunder and Affiliates of aParty are expressly granted certain rights herein; provided, that eachsuch Affiliate shall be bound by the corresponding obligations of such Partyand the relevant Party shall remain liable hereunder for the prompt payment andperformance of all their respective obligations hereunder.  ROCHE BASEL and ROCHE NUTLEY shall be jointlyand severally liable to SYNTA for any obligations owed hereunder by ROCHEBASEL, ROCHE NUTLEY or ROCHE.  ROCHEBASEL and ROCHE NUTLEY shall coordinate their exercise of ROCHE’s rights andperformance of ROCHE’s obligations to ensure that SYNTA does not receiveinconsistent notices or instruction with respect thereto.

##  

## 14.15.     Construction.  Each Party acknowledges that it has beenadvised by counsel during the course of negotiation of this Agreement, and,therefore, that this Agreement shall be interpreted without regard to anypresumption or rule requiring construction against the Party causing thisAgreement to be drafted.  Any referencein this Agreement to an Article, Section, subsection, paragraph, clause,Schedule, or Exhibit shall be deemed to be a reference to any

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

63

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## Article, Section, subsection, paragraph,clause, Schedule, or Exhibit, of or to, as the case may be, thisAgreement.  Except where the context otherwiserequires, (a) wherever used, the use of any gender will be applicable toall genders, (b) the word “or” is used in the inclusive sense (and/or), (c) anydefinition of or reference to any agreement, instrument or other documentrefers to such agreement, instrument other document as from time to timeamended, supplemented or otherwise modified (subject to any restrictions onsuch amendments, supplements or modifications set forth herein or therein), (d) anyreference to any Laws refers to such Laws as from time to time enacted,repealed or amended, (e) the words “herein”, “hereof” and hereunder”, andwords of similar import, refer to this Agreement in its entirety and not to anyparticular provision hereof, and (f) the words “include”, “includes” and “including”shall be deemed to be followed by the phrase “but not limited to”, “withoutlimitation” or words of similar import.

##  

*** [Remainder of page intentionally leftblank.]***

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

64

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IN WITNESS WHEREOF, the Parties have enteredinto this Collaboration and License Agreement as of the Execution Date.

 

**SYNTA PHARMACEUTICALS CORP.**

 
| **By:**    | **/s/ Safi R. Bahcall**                         | ** ** |
|------------|-------------------------------------------------|------------|
| ** ** | **Name:  Safi R. Bahcall**            |
| ** ** | **Title:  President &  CEO** |

** **

** **

**F. HOFFMANN-LA ROCHE LTD**

 
| **By:**    | **/s/ Jorg Kazenwadel**              | ** ** | **By:**                             | **  /s/ Stefan Arnold** |
|------------|--------------------------------------|------------|-------------------------------------|-----------------------------------|
| ** ** | **Name:  Jorg Kazenwadel** | ** ** | **Name: Stefan Arnold**             |
| ** ** | **Title:  GAO**            | ** ** | **Title:  Legal Counsel** |

 

 

**HOFFMANN-LA ROCHE INC.**

 
| **By:**    | **/s/ George W. Johnston**     | ** ** |
|------------|--------------------------------|------------|
| ** ** | **Name: George W. Johnston**   |
| ** ** | **Title: Vice President** |

 

[ExecutionPage]

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

----

 

**EXHIBIT A**

** **

**SYNTA PATENT RIGHTS**

 

| **Country** | ** ** | **Patent Application # or Patent No.** | ** ** | **Filing Date** |
|-------------|------------|----------------------------------------|------------|-----------------|
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

1

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| **Country** | ** ** | **Patent Application # or Patent No.** | ** ** | **Filing Date** |
|-------------|------------|----------------------------------------|------------|-----------------|
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

2

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| **Country** | ** ** | **Patent Application # or Patent No.** | ** ** | **Filing Date** |
|-------------|------------|----------------------------------------|------------|-----------------|
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

3

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| **Country** | ** ** | **Patent Application # or Patent No.** | ** ** | **Filing Date** |
|-------------|------------|----------------------------------------|------------|-----------------|
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |
| [***]       |       | [***]                                  |       | [***]           |

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

4

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** **

**EXHIBIT B**

** **

**RESEARCH PLAN**

** **

**[***]**

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

1

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** **

**EXHIBIT C**

** **

**DEVELOPMENT PLAN — PRE-IND**

** **

**[***]**

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

1

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** **

**[***]**

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

2

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** **

**EXHIBIT D**

** **

**DEVELOPMENT PLAN — PHASE 1 ANDPHASE 2A**

** **

**[***]**

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

1

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** **

**SCHEDULE 5.3**

** **

**Co-Promotion Terms**

** **

###### 1.                                       CertainDefinitions:

######  

###### (a)                                  “Detail” means thatpart of an in-person, face-to-face sales call during which a SalesRepresentative makes a presentation, including core selling message andfeatures and benefits, of a Licensed Product to one or more member of theTarget Audience.  E-details andpresentations made at conventions and exhibit booths shall not constitute oneor more Details.

######  

###### (b)                                 “Detail Percentage”means (i) with respect to asthma, up to [***] percent ([***]%), asdetermined by SYNTA, and (ii) with respect to any other Indication otherthan asthma, up to [***] percent ([***]%), as determined by SYNTA.

######  

###### (c)                                  “Sales Representative”means a professional pharmaceutical sales representative engaged or employed byeither Party to conduct, among other sales responsibilities, Detailing andother promotional efforts with respect to a Co-promoted Product and who hasbeen trained by either Party in accordance with Paragraph 4 below.  In the case of SYNTA, a Sales Representativesshall be an employee of SYNTA.

######  

###### (d)                                 “Sales Representative FTERate” means the lower of (a) ROCHE’s fully burdened, average annualcost for its Sales Representatives that are ROCHE employees or (b) SYNTA’sfully burdened average annual cost for its Sales Representatives that are SYNTAemployees; in each case with respect to Sales Representatives promoting thesame Co-promoted Product.  For purposesof this subsection (d), such costs shall be determined in a manner reasonablyconsistent between the Parties.

######  

###### (e)                                  “Target Audience”means the physicians who meet the relevant criteria for promoting and Detailinga Licensed Product for a particular Indication.

######  

###### 2.                                       Co-promotionGuidelines.  Withrespect to each Co-promoted Product, SYNTA shall have the right to assumeresponsibility for the applicable Detail Percentage of the annual budgetedDetailing effort for such Co-promoted Product in the United States for theapplicable Indication.  If SYNTA electsto participate in the Co-promotion of a Licensed Product as set forth above,then the Parties shall work in good faith to most effectively assign salesterritories and assign target physicians between their respective salesforces.  Notwithstanding the foregoing, SYNTAshall have final decision-making authority as to whether it will accept thegeographic location and size of its sales territories within the U.S.  If SYNTA does not accept a particulargeographic location or size of its sales territories within the U.S., thenROCHE shall in good faith discuss with SYNTA a reasonably acceptablealternative such that SYNTA has the ability to provide the Detail Percentage ofthe annual budgeted Detailing effort for such Co-promoted Product in the UnitedStates for the applicable Indication. Promptly following exercise by SYNTA of its right to participate in theCo-promotion of a Product in the United States, ROCHE shall modify its relevantCommercialization plans to provide for the Co-promotion of the Co-promotedProduct in the United States for the applicable Indication (the “Co-promotion

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Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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###### Guidelines”), which shall consider in good faith thereasonable suggestions and comments of SYNTA. Notwithstanding the previous sentence, ROCHE shall have final decisionmaking authority with regard to (i) generating the Co-promotion Guidelines(provided, that, such Co-Promotion Guidelines shall (A) comply withapplicable Law, (B) be generated in good faith and (C) not containprovisions that disfavor SYNTA and its Sales Representatives or that cause anundue burden on SYNTA or its Sales Representatives) and (ii) allpromotional materials and strategies. The Co-promotion Guidelines shall address the following matters:

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(1)                                  the annualbudgeted total Detailing effort for the United States;

 

(2)                                  the allocationof the total Detailing effort between the Parties, it being understood that,SYNTA may elect to be responsible for the applicable Detailing Percentage ofthe annual budgeted Detailing effort;

 

(3)                                  the number andposition of Details and categories of professionals or institutions to betargeted, and the allocation of such professionals or institutions between theParties in accordance with the Detail Percentage elected by SYNTA; and

 

(4)                                  policies andprocedures relating to Co-promoted Product sampling.

 

###### 3.                                       Co-promotionDetail Records and Metrics.  Each Party shall manage in good faith itsannual Detailing on a basis consistent with the Co-promotion Guidelines.  Each Party shall keep track of the number andposition of Details performed by its Sales Representatives in accordance withits normal internal reporting procedures. Within [***] ([***]) days after the last day of each Calendar Quarter,each Party shall submit to the other Party a report with respect to the numberof Details performed by its Sales Representatives during such Calendar Quarter.

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###### 4.                                       Co-promotionTraining and Materials.

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###### (a)                                  Except as set forth below,each Party shall be responsible for staffing, training, supervising andcompensating (including incentives) its own sales personnel.  ROCHE shall be responsible for thedevelopment of Co-promoted Product-specific training materials, and shallprovide such materials to SYNTA’s sales force, at ROCHE’s expense.  EachParty shall use the same training materials for its respective salespersonnel.  ROCHE shall conductCo-promoted Product-specific training of SYNTA’s sales management, salestraining personnel, and sales representatives, at ROCHE’s expense.  Following such initial training, anysubsequent training of SYNTA’s training personnel shall be made available byROCHE at ROCHE’s expense only when ROCHE trains its own Sales Representativeson the Co-promoted Product. All Co-promoted Product-specific training materialsprepared and supplied by ROCHE for use in the United States will comply withall applicable Laws and the Co-promotion Guidelines.

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###### (b)                                 SYNTA’s SalesRepresentatives will utilize only the promotional materials provided to them byROCHE, and will not utilize any other promotional, advertising, communicationsor other materials, relating to or referring to the Co-promoted Product.  SYNTA’s Sales Representatives will conductonly those promotional activities relating to the Co-promoted Product that havebeen approved in advance in accordance with the Co-promotion

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Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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###### Guidelines.  SYNTA’s SalesRepresentatives shall not modify, change or alter the promotional materials inany way whatsoever without the express prior written consent of ROCHE.  SYNTA’s Sales Representatives shall use thepromotional materials solely for the purpose of performing their obligationsunder this Agreement.  SYNTA shallrequire that its Sales Representatives perform Co-promotion activities incompliance with all applicable Laws and the Co-promotion Guidelines.

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###### 5.                                       Co-promotionCosts.  If SYNTA exercises its rightto participate in the Co-promotion of one or more Licensed Products in theUnited States pursuant to Section 5.3 of this Agreement, then ROCHE shallreimburse SYNTA for all Sales Representative costs incurred by or on behalf ofSYNTA or its Affiliates in connection with the Co-promotion of the Co-promotedProduct in the United States for the applicable Indication.  Costs of SYNTA’s Sales Representatives shallbe determined on a full-time equivalent cost basis using the SalesRepresentative FTE Rate.  SYNTA shallinvoice, on a quarterly basis, ROCHE for the costs of its Sales Representativesto be paid by ROCHE and such invoice shall be paid by ROCHE within [***]([***]) days after receipt thereof.

 

Portions of this Exhibit were omitted andhave been filed separately with the Secretary of the Commission pursuant to theCompany’s application requesting confidential treatment under Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.

 

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