SYNTA WITH COPIES OF ALL MATERIAL REPORTS AND MATERIAL
DATA GENERATED OR OBTAINED BY GSK OR ITS AFFILIATES, SUBJECT TO ANY
CONFIDENTIALITY OBLIGATIONS TO THIRD PARTIES, PURSUANT TO THIS AGREEMENT THAT
RELATE TO ANY PRODUCT THAT HAVE NOT PREVIOUSLY BEEN PROVIDED TO SYNTA; AND
(VIII) GRANT TO SYNTA THE RIGHT TO USE AND DISCLOSE IN CONNECTION WITH THE
DEVELOPMENT AND COMMERCIALIZATION OF PRODUCTS ALL GSK CONFIDENTIAL INFORMATION
CONTROLLED BY GSK THAT IS
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
71
NECESSARY FOR, AND RELATES DIRECTLY TO, THE DEVELOPMENT AND COMMERCIALIZATION OF
PRODUCTS AS SUCH PRODUCTS WERE BEING DEVELOPED OR COMMERCIALIZED HEREUNDER AS OF
THE EFFECTIVE DATE OF TERMINATION OF THIS AGREEMENT AND AGREE THAT ALL SUCH GSK
CONFIDENTIAL INFORMATION SHALL BE SUBJECT TO CLAUSE (I) OF THE SECOND SENTENCE
OF SECTION 7.1.1 AS IF IT WERE SYNTA CONFIDENTIAL INFORMATION BUT SHALL NOT BE
SUBJECT TO CLAUSE (II) OF THE SECOND SENTENCE OF SECTION 7.1.1, (IX) IF GSK HAS
MANUFACTURED, IS MANUFACTURING OR IS HAVING MANUFACTURED SUCH PRODUCT OR ANY
INTERMEDIATE OF SUCH PRODUCT AS OF THE DATE OF TERMINATION, (A) TRANSFER COPIES
OF ALL DOCUMENTS AND MATERIALS CONTROLLED BY GSK AND EMBODYING GSK TECHNOLOGY
AND/OR GSK PATENT RIGHTS THAT ARE AT THE TIME OF SUCH TERMINATION BEING USED BY
GSK OR ITS THIRD PARTY MANUFACTURERS TO MANUFACTURE A COLLABORATION COMPOUND OR
PRODUCT, INCLUDING BUT NOT LIMITED TO ALL SUPPLIERS, ANALYTICAL METHODS, QUALITY
STANDARDS, SPECIFICATIONS, COMMERCIAL API FORMULA, PROCESS CHEMISTRY,
MANUFACTURING PROCESS DESCRIPTIONS, PROCESS FLOWS, CYCLE TIMES, PROCESS
PARAMETERS, PROCESS EQUIPMENT TYPE AND SIZES, CLEANING METHODS, COMMERCIAL API
SAMPLES, MASTER SAFETY DATA SHEETS, AND STABILITY REPORTS (THE "GSK
MANUFACTURING KNOW-HOW") SOLELY TO ENABLE THE MANUFACTURE OF A COLLABORATION
COMPOUND OR PRODUCT BY SYNTA, ITS AFFILIATES OR ANY THIRD PARTY MANUFACTURER OF
SYNTA; (B) PROMPTLY MAKE AVAILABLE TO SYNTA OR ANY SUCH THIRD PARTY MANUFACTURER
A REASONABLE NUMBER OF APPROPRIATELY TRAINED PERSONNEL TO PROVIDE, [***], ON A
MUTUALLY CONVENIENT TIMETABLE, TECHNICAL ASSISTANCE IN THE TRANSFER OF GSK
MANUFACTURING KNOW-HOW TO SYNTA; (C) COOPERATE WITH SYNTA, CAUSE ITS AFFILIATES
TO COOPERATE WITH SYNTA AND USE COMMERCIALLY REASONABLE EFFORTS TO REQUIRE ITS
THIRD PARTY MANUFACTURERS OF A COLLABORATION COMPOUND OR PRODUCT TO COOPERATE
WITH SYNTA IN ORDER TO ACCOMPLISH THE TRANSFER TO SYNTA OF SIMILAR RIGHTS AS
HELD BY GSK UNDER ITS THIRD PARTY MANUFACTURER AGREEMENTS; AND (D) SOLELY IN THE
EVENT THAT SUCH THIRD PARTY MANUFACTURERS DO NOT AGREE TO SUCH TRANSFER OF
RIGHTS TO SYNTA REFERRED TO IN 11.3.1(D)(IX)(C), OR GSK IS MANUFACTURING PRODUCT
OR API AND/OR INTERMEDIATE IN ITS OWN FACILITIES AT THE EFFECTIVE DATE OF
TERMINATION, SUPPLY SYNTA WITH ITS REQUIREMENTS OF SUCH PRODUCT OR INTERMEDIATE
FOR UP TO [***] MONTHS FOLLOWING SUCH TERMINATION AT A TRANSFER PRICE EQUAL TO
THE MANUFACTURING COST PLUS [***] PERCENT ([***]%) FOR THE SUPPLY OF SUCH
PRODUCT OR INTERMEDIATE; AND (X) ENTER INTO NEGOTIATIONS WITH