THE CONDUCT OF CLINICAL TRIALS FOR
[***],
ASSIGNING ACTIVITIES AND TASKS AND ALLOCATING FTES BETWEEN THE PARTIES;
(H)
REVIEWING AND [***] ANY MATERIAL AGREEMENT ENTERED INTO BY A PARTY
WITH A THIRD PARTY PURSUANT TO SECTION 8.2.1 RELATED TO DEVELOPMENT (EXCEPT FOR
[***]) APPLICABLE TO THE U.S. TERRITORY;
(I)
IN CONJUNCTION WITH THE JCC, APPROVING THE OVERALL STRATEGY FOR
PUBLICATIONS AND PRESENTATIONS IN SUPPORT OF PRODUCTS IN THE U.S. TERRITORY AS
DETERMINED BY THE PUBLICATION COMMITTEE;
(J)
MAKING SUCH OTHER DECISIONS AS MAY BE DELEGATED TO THE JDC
PURSUANT TO THIS AGREEMENT OR BY THE JSC OR BY MUTUAL WRITTEN AGREEMENT OF THE
PARTIES DURING THE TERM;
(K)
ESTABLISHING [***] APPLICABLE TO DEVELOPMENT OF THE PRODUCTS IN
THE U.S. TERRITORY AS DESCRIBED IN SECTION 3.1.3(C);
(L)
IN CONJUNCTION WITH THE JCC, REVIEWING AND APPROVING ANY
PROPOSALS FOR [***] OF EXISTING CO-COMMERCIALIZED PRODUCTS, INCLUDING, WITHOUT
LIMITATION, [***] AND [***];
(M)
RECONCILING ISSUES BETWEEN THE PARTIES WITH RESPECT TO THE PARTIES'
RESPECTIVE SHARE OF DEVELOPMENT COSTS WITH RESPECT TO PRODUCTS;
(N)
SUBJECT TO SECTIONS 12.4.1 AND 12.5.2, REVIEWING ADHERENCE OF THE
DEVELOPMENT OF PRODUCT APPLICABLE TO THE U.S. TERRITORY TO GSK INTERNAL
POLICIES;
(O)
DESIGNING (I) THE PROTOCOL FOR THE [***] STUDY, (II) THE PROTOCOLS
FOR THE [***](S), AND (III) THE PROTOCOL FOR THE [***];
(P)
ESTABLISHING THE [***] THEREOF;
(Q)
DISCUSSING THE PROGRAM FOR [***] CONDUCTED BY SYNTA TO [***] OF
STA-4783 AS DESCRIBED IN SECTION [***] AND REVIEWING THE RESULTS THEREOF;
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.
26
(R)
ESTABLISHING ANY SUB-COMMITTEES OR TEAMS AS DEEMED NECESSARY; AND
(S)
RESOLVING ANY OTHER DISPUTES RAISED TO THE JDC.
2.2.5
DISPUTE RESOLUTION.
THE JDC MEMBERS SHALL USE REASONABLE EFFORTS
TO REACH AGREEMENT ON ANY AND ALL MATTERS.
IN THE EVENT THAT, DESPITE SUCH
REASONABLE EFFORTS, AGREEMENT ON A PARTICULAR MATTER CANNOT BE REACHED BY THE
JDC WITHIN [***] DAYS AFTER THE JDC FIRST MEETS TO CONSIDER SUCH MATTER, THEN
THE MATTER SHALL BE REFERRED TO THE JSC FOR RESOLUTION PURSUANT TO
SECTION 2.1.5.
2.3
JOINT COMMERCIALIZATION COMMITTEE.
2.3.1
ESTABLISHMENT; TERM.
AS SOON AS PRACTICABLE BUT IN ANY EVENT
WITHIN [***] BUSINESS DAYS OF THE EFFECTIVE DATE, SYNTA AND GSK SHALL ESTABLISH
THE JCC. THE JCC SHALL HAVE AND PERFORM THE RESPONSIBILITIES SET FORTH IN
SECTION 2.3.4.
UNLESS OTHERWISE AGREED BY THE PARTIES, THE TERM FOR THE JCC
SHALL COMMENCE AT SUCH TIME AS THE JSC DETERMINES AND CONTINUE FOR SO LONG AS
SYNTA CO-COMMERCIALIZATION ACTIVITIES AND GSK CO-COMMERCIALIZATION ACTIVITIES
ARE BEING CONDUCTED WITH RESPECT TO A CO-COMMERCIALIZED PRODUCT UNDER THE TERMS
OF A CO-COMMERCIALIZATION AGREEMENT.
2.3.2
MEMBERSHIP.
EACH OF SYNTA AND GSK SHALL DESIGNATE IN WRITING AN
EQUAL NUMBER (NOT LESS THAN [***]) OF REPRESENTATIVES TO THE JCC.
FOR A ONE
(1) YEAR PERIOD BEGINNING ON THE ESTABLISHMENT OF THE JCC, A SYNTA
REPRESENTATIVE TO THE JSC SHALL SERVE AS THE CHAIRPERSON