A REGION IS NOT COMMERCIALLY VIABLE OR FEASIBLE, IT SHALL PROVIDE
[***] WRITTEN NOTICE TO SYNTA AT ANY TIME PRIOR TO THE DATE OF FIRST COMMERCIAL
SALE AND [***] WRITTEN NOTICE AT ANY TIME ON AND AFTER THE DATE OF FIRST
COMMERCIAL SALE, WHICH SHALL SET FORTH IN REASONABLE DETAIL ITS WRITTEN
JUSTIFICATION FOR, AND SUPPORTING EVIDENCE WITH RESPECT TO, SUCH DETERMINATION.
FOR PURPOSES OF THIS SECTION 11.2.1(A)(II), "REGION" SHALL MEAN EITHER
(A) [***], (B) [***], OR (C) THE [***] IF GSK OPTS NOT TO COMMERCIALIZE A
PRODUCT IN AT LEAST [***] OF THE [***].
(III)
TERMINATION FOR SAFETY REASONS.
GSK MAY TERMINATE THIS AGREEMENT
IMMEDIATELY UPON WRITTEN NOTICE FOLLOWING THE WITHDRAWAL OF PRODUCT FROM ANY
MARKET AS A RESULT OF BONA FIDE CONCERNS THAT THE PRODUCT IS UNSAFE FOR
ADMINISTRATION TO HUMANS (A "VALID SAFETY ISSUE").
FOR THE AVOIDANCE OF DOUBT,
THE [***] NOTICE PERIOD APPLICABLE TO TERMINATION UNDER SECTIONS
11.2.1(A)(I) AND (II) SHALL NOT APPLY IN THE CASE OF TERMINATION FOR A VALID
SAFETY ISSUE.
(B)
SYNTA RIGHT TO TERMINATE.
EXCEPT TO THE EXTENT THE FOLLOWING IS
UNENFORCEABLE UNDER THE APPLICABLE LAWS OF A PARTICULAR JURISDICTION WHERE A
PATENT APPLICATION WITHIN THE SYNTA PATENT RIGHTS IS PENDING OR A PATENT WITHIN
THE SYNTA PATENT RIGHTS IS ISSUED, SYNTA MAY TERMINATE THIS AGREEMENT
IMMEDIATELY UPON WRITTEN NOTICE TO GSK IN THE EVENT THAT GSK OR ANY OF ITS
AFFILIATES OR SUBLICENSEES CHALLENGES ANY SYNTA PATENT RIGHT OR ASSISTS A THIRD
PARTY IN INITIATING A CHALLENGE OF ANY SYNTA PATENT RIGHT.
11.2.2
TERMINATION FOR BREACH.
EXCEPT AS SET FORTH HEREIN, EITHER PARTY
MAY TERMINATE THIS AGREEMENT, EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE TO THE
OTHER PARTY FOR A MATERIAL BREACH BY THE OTHER PARTY OF ANY TERM OF THIS
AGREEMENT THAT REMAINS UNCURED [***]
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.
69
DAYS ([***] DAYS IN THE EVENT THAT THE BREACH IS A FAILURE OF A PARTY TO MAKE
ANY PAYMENT REQUIRED HEREUNDER) AFTER THE NON-BREACHING PARTY FIRST GIVES
WRITTEN NOTICE TO THE OTHER PARTY OF SUCH BREACH (PROVIDING DETAIL REGARDING
SUCH BREACH) AND ITS INTENT TO TERMINATE THIS AGREEMENT IF SUCH BREACH IS NOT
CURED; PROVIDED, THAT (A) THE [***] DAY CURE PERIOD MAY BE EXTENDED FOR A PERIOD
NOT TO EXCEED [***] DAYS IF THE JSC UNANIMOUSLY DETERMINES THAT THE BREACHING
PARTY IS IN THE PROCESS OF ATTEMPTING IN GOOD FAITH TO CURE SUCH BREACH AND
(B) IN THE EVENT THE BREACHING PARTY DISPUTES IN GOOD FAITH THE EXISTENCE OF THE
BREACH, INCLUDING A PAYMENT BREACH, THE OBLIGATION OF SUCH PARTY TO CURE SHALL
BE STAYED PENDING RESOLUTION OF SUCH DISPUTE.
11.2.3
TERMINATION FOR INSOLVENCY.
IN THE EVENT THAT EITHER PARTY MAKES AN
ASSIGNMENT FOR THE BENEFIT OF CREDITORS, APPOINTS OR SUFFERS APPOINTMENT OF A
RECEIVER OR TRUSTEE OVER ALL OR SUBSTANTIALLY ALL OF ITS PROPERTY, FILES A
PETITION UNDER