AS IF IT WERE GSK CONFIDENTIAL INFORMATION BUT SHALL NOT BE
SUBJECT TO CLAUSE (II) OF THE SECOND SENTENCE OF SECTION 7.1.1.
(C)
ALL LICENSES GRANTED BY GSK TO SYNTA PURSUANT TO SECTION 8.1.2
SHALL TERMINATE, AND IN THE CASE OF TERMINATION BY GSK PURSUANT TO
SECTION 11.2.2, SYNTA SHALL CONTINUE TO BE SUBJECT TO THE OBLIGATIONS SET FORTH
IN SECTION 8.4.1 FOR [***] FOLLOWING SUCH TERMINATION.
(D)
SYNTA'S RIGHTS TO CONDUCT SYNTA CO-COMMERCIALIZATION ACTIVITIES
FOR THE CO-COMMERCIALIZED PRODUCT UNDER SECTION 5.1.1(A) AND/OR UNDER ANY
CO-COMMERCIALIZATION AGREEMENT SHALL TERMINATE AND ALL CO-COMMERCIALIZED
PRODUCTS SHALL THEREAFTER BECOME ROYALTY-BEARING PRODUCTS.
(E)
EACH PARTY SHALL PROMPTLY RETURN ALL CONFIDENTIAL INFORMATION OF
THE OTHER PARTY THAT IS NOT SUBJECT TO A CONTINUING LICENSE HEREUNDER; PROVIDED,
THAT, EACH PARTY MAY RETAIN ONE COPY OF THE CONFIDENTIAL INFORMATION OF THE
OTHER PARTY IN ITS ARCHIVES SOLELY FOR THE PURPOSE OF ESTABLISHING THE CONTENTS
THEREOF AND ENSURING COMPLIANCE WITH ITS OBLIGATIONS HEREUNDER.
(F)
IF GSK DELIVERS NOTICE OF TERMINATION PURSUANT TO EITHER
SECTION 11.2.2 OR 11.2.3 PRIOR TO COMPLETION OF THE ONGOING CLINICAL TRIAL, THEN
DURING THE PERIOD
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.
73
COMMENCING ON THE DATE OF SUCH NOTICE AND CONTINUING UNTIL THE COMPLETION OF THE
ONGOING CLINICAL TRIAL, GSK SHALL BE REQUIRED TO OBSERVE ITS OBLIGATIONS
HEREUNDER REGARDING CERTAIN MILESTONES AND OTHER PAYMENTS, AS DESCRIBED IN THIS
SECTION 11.3.2(F):
(I)
GSK SHALL MAKE A [***] EQUIVALENT TO AN APPROPRIATE [***] OF THE
FOLLOWING [***] TO THE EXTENT THEY HAVE NOT BEEN [***] PREVIOUSLY, SUCH [***] TO
BE NEGOTIATED BY THE PARTIES IN GOOD FAITH: (A) [***] FOR [***] IN THE [***] OF
[***] AS [***] IN [***], (B) [***] OF [***], (C) [***] OF [***] IN A [***], AND
(D) [***] OF [***] OF [***] AND [***].
(II)
IF THE TOTAL BUDGET FOR THE ONGOING CLINICAL TRIAL AS SET FORTH
IN THE INITIAL GLOBAL DEVELOPMENT PLAN (WHICH THE PARTIES ACKNOWLEDGE IS $[***]
AS OF THE EXECUTION DATE) IS EXCEEDED, THEN GSK SHALL PAY ITS SHARE OF THE
OVERAGE IN ACCORDANCE WITH SECTION 1.54; PROVIDED, THAT GSK SHALL NOT BE
REQUIRED TO PAY FOR ANY OVERAGE DUE TO ANY CHANGES TO THE ONGOING CLINICAL TRIAL
AS SYNTA MAY REQUEST OR DEEM NECESSARY AFTER THE DATE ON WHICH GSK DELIVERED ITS
TERMINATION NOTICE.
(III)
GSK SHALL MAKE ANY TRUE-UP OPERATING INCOME PAYMENT AS DESCRIBED
IN SECTION 5 OF SCHEDULE 4 BASED ON COMMERCIALIZATION EXPENSES INCURRED THROUGH
COMPLETION OF THE ONGOING CLINICAL TRIAL TO THE EXTENT APPLICABLE.
11.3.3
TERMINATION BY GSK OF SELECTED REGIONS.
IF GSK TERMINATES ITS
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO ALL PRODUCTS IN A
REGION AS DESCRIBED IN SECTION 11.2.1(A)(II), THEN SUCH REGION SHALL, WITHOUT
ANY FURTHER ACTION OF EITHER PARTY, BE REMOVED FROM THE TERRITORY FOR PURPOSES
OF ALL SUCH PRODUCTS.
IN SUCH EVENT: (A) THE LICENSES GRANTED