IN SYNTA'S FAVOR, BUT THAT ALL SUCH USE SHALL INURE TO THE BENEFIT
OF GSK.
GSK HEREBY ACKNOWLEDGES SYNTA'S EXCLUSIVE RIGHT, TITLE AND INTEREST IN
AND TO SYNTA'S BRAND AND AGREES THAT NEITHER IT NOR ITS AFFILIATES WILL AT ANY
TIME DO, OR CAUSE TO BE DONE, ANY ACT OR THING CONTESTING OR IN ANY WAY
INTENDING TO IMPAIR THE VALIDITY OF AND/OR SYNTA'S EXCLUSIVE RIGHT, TITLE AND
INTEREST IN AND TO SYNTA'S BRAND.
GSK SHALL NOT IN ANY MANNER REPRESENT THAT IT
OWNS THE SYNTA BRAND, AND GSK HEREBY ACKNOWLEDGES THAT USE OF SYNTA'S BRAND
SHALL NOT CREATE ANY RIGHTS, TITLE OR INTEREST IN OR TO THE SAME IN GSK'S FAVOR,
BUT THAT ALL SUCH USE SHALL INURE TO THE BENEFIT OF SYNTA.
11.
TERM AND TERMINATION
11.1
TERM.
THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND
SHALL CONTINUE IN FULL FORCE AND EFFECT, UNLESS OTHERWISE TERMINATED PURSUANT TO
SECTION 11.2, (A) IN THE U.S. TERRITORY, IF SYNTA HAS NOT EXERCISED ITS
COMMERCIALIZATION OPT-OUT RIGHT WITH RESPECT TO A CO-COMMERCIALIZED PRODUCT, FOR
AS LONG AS SUCH CO-COMMERCIALIZED PRODUCT IS BEING SOLD BY EITHER PARTY IN THE
CO-COMMERCIALIZATION TERRITORY AND, IF SYNTA HAS EXERCISED ITS COMMERCIALIZATION
OPT-OUT RIGHT WITH RESPECT TO A PRODUCT, UNTIL THE EXPIRATION OF THE APPLICABLE
ROYALTY TERM WITH RESPECT TO SUCH PRODUCT AND (B) IN THE ROW TERRITORY, UNTIL
THE EXPIRATION OF ALL APPLICABLE ROYALTY TERMS WITH RESPECT TO ROYALTY-BEARING
PRODUCTS (THE "TERM"). UPON THE
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.
68
EXPIRATION OF THIS AGREEMENT AS SET FORTH IN THIS SECTION 11.1, THE LICENSE
RIGHTS GRANTED TO GSK HEREUNDER SHALL BE CONVERTED TO PERPETUAL AND FULLY
PAID-UP LICENSES.
11.2
TERMINATION.
SUBJECT TO SECTION 14.1(D), THIS AGREEMENT MAY BE
TERMINATED BY EITHER PARTY AS FOLLOWS:
11.2.1
UNILATERAL RIGHT TO TERMINATE AGREEMENT.
(A)
GSK RIGHTS TO TERMINATE.
(I)
TERMINATION OF AGREEMENT. GSK SHALL HAVE THE RIGHT TO TERMINATE
THIS AGREEMENT IN ITS ENTIRETY AT ANY TIME AFTER THE EFFECTIVE DATE BY PROVIDING
[***] PRIOR WRITTEN NOTICE TO SYNTA AT ANY TIME PRIOR TO THE DATE OF FIRST
COMMERCIAL SALE OF A PRODUCT AND [***] PRIOR WRITTEN NOTICE AT ANY TIME ON AND
AFTER THE DATE OF FIRST COMMERCIAL SALE OF A PRODUCT.
UPON DELIVERY OF
TERMINATION NOTICE BY GSK, GSK SHALL NOT BE OBLIGATED TO INITIATE ANY NEW
CLINICAL TRIALS OR NON-CLINICAL STUDIES, MAKE ANY FURTHER FILINGS FOR REGULATORY
APPROVAL OR COMMERCIALIZATION REGULATORY APPROVAL, OR LAUNCH THE PRODUCT IN ANY
FURTHER COUNTRIES IN ORDER TO MEET ITS OBLIGATIONS TO USE COMMERCIALLY
REASONABLE EFFORTS WITH RESPECT TO THE COLLABORATION COMPOUNDS AND PRODUCTS
PURSUANT TO THE TERMS OF THIS AGREEMENT AS OF THE DATE ON WHICH GSK DELIVERED
ITS TERMINATION NOTICE AS SET FORTH ABOVE.
(II)
TERMINATION IN SELECTED REGIONS.
IN THE EVENT THAT GSK
REASONABLY DETERMINES, IN ITS SOLE DISCRETION, THAT THE COMMERCIALIZATION OF ALL
PRODUCTS IN