MORE OF THE COMBINED VOTING POWER OF THE OUTSTANDING SECURITIES OF
SYNTA; OR (C) A SALE OR OTHER DISPOSITION TO SUCH PHARMACEUTICAL COMPANY OF ALL
OR SUBSTANTIALLY ALL OF SYNTA'S ASSETS OR BUSINESS.
AS USED HEREIN,
"PHARMACEUTICAL COMPANY" MEANS ANY PERSON THAT, TOGETHER WITH ITS AFFILIATES,
HAS ANNUAL WORLDWIDE GROSS SALES OF PHARMACEUTICAL PRODUCTS OF AT LEAST [***]
DOLLARS ($[***]).
1.16
"CLASS 1 COVERED COMPOUND" MEANS ANY COMPOUND THAT IS COVERED BY A
[***] CLAIM OF THE CLASS 1 PATENT.
1.17
"CLASS 1 PATENT" MEANS THE [***]
1.18
"CLASS 2 COVERED COMPOUND" MEANS ANY COMPOUND THAT (A) IS COVERED
BY A [***] CLAIM OF THE CLASS 2 PATENT AND (B) ACHIEVES ITS [***].
AS OF THE
EFFECTIVE DATE, ALL COMPOUNDS COVERED BY CLAIMS OF THE CLASS 2 PATENT ARE
CLASS 2 COVERED COMPOUNDS AND SHALL REMAIN CLASS 2 COVERED COMPOUNDS UNTIL SUCH
TIME AS SYNTA CAN DEMONSTRATE TO GSK'S REASONABLE SATISFACTION THAT A COMPOUND
COVERED BY A CLAIM OF THE CLASS 2 PATENT ACHIEVES ITS [***].
1.19
"CLASS 2 PATENT" MEANS [***].
1.20
"CLINICAL TRIAL" MEANS A CLINICAL STUDY OF A PRODUCT INVOLVING THE
ADMINISTRATION OF PRODUCT TO SUBJECTS OR PATIENTS FOR ANY INDICATION, AND
INCLUDES ANY PHASE 1 CLINICAL TRIAL, PHASE 2 CLINICAL TRIAL (INCLUDING PHASE 2A
CLINICAL TRIALS AND PHASE 2B CLINICAL TRIALS), PHASE 3
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.
3
CLINICAL TRIAL, OPTIONAL PHASE 4 CLINICAL TRIAL, REQUIRED PHASE 4 CLINICAL TRIAL
OR COLLABORATIVE RESEARCH TRIAL, AS APPLICABLE.
1.21
"COLLABORATION" MEANS THE ALLIANCE OF SYNTA AND GSK ESTABLISHED
PURSUANT TO THIS AGREEMENT FOR THE PURPOSES OF DEVELOPING AND COMMERCIALIZING
PRODUCTS IN THE TERRITORY.
1.22
"COLLABORATION COMPOUND" MEANS, COLLECTIVELY (A) STA-4783; (B) ANY
[***] OF STA-4783; (C) ANY [***] OF STA-4783; AND (D) ANY OTHER [***] STA-4783
AND/OR ANY OF THEIR [***].
FOR PURPOSES OF THIS DEFINITION, THE TERM
"COLLABORATION COMPOUND" SHALL INCLUDE ALL [***] NOT OTHERWISE DESCRIBED IN
SECTION 1.22(A)-(D) ABOVE ONLY TO THE EXTENT THE PARTIES AGREE TO CONDUCT
DEVELOPMENT OF SUCH [***] UNDER THIS AGREEMENT AS SET FORTH IN SECTION 8.4.4.
AS USED HEREIN, AN "[***]" OF A COMPOUND IS A [***].
1.23
"COLLABORATIVE RESEARCH TRIAL" OR "CRT" MEANS AN
INVESTIGATOR-INITIATED PRE-REGISTRATIONAL OR POST-REGISTRATIONAL CLINICAL TRIAL
OF THE PRODUCT IN HUMAN PATIENTS THAT IS NOT MANDATED BY A REGULATORY AUTHORITY
AND IS CONDUCTED FOR A PURPOSE OTHER THAN TO SUPPORT AN APPLICATION TO OBTAIN
COMMERCIALIZATION REGULATORY APPROVAL FOR THE USE OF A PRODUCT IN A SPECIFIED
INDICATION IN A COUNTRY.
FOR PURPOSES OF CLARITY, A CRT MAY ALSO BE KNOWN AS AN
INVESTIGATOR-SPONSORED TRIAL OR AN INVESTIGATOR-SPONSORED STUDY.
1.24
"COMMERCIALLY REASONABLE EFFORTS" MEANS, WITH RESPECT TO ACTIVITIES
OF A PARTY IN THE DEVELOPMENT, MANUFACTURING, COMMERCIALIZATION, OR CONDUCT OF
SYNTA CO-COMMERCIALIZATION ACTIVITIES OR GSK CO-COMMERCIALIZATION ACTIVITIES, AS
THE CASE MAY BE, WITH RESPECT TO A PARTICULAR PRODUCT, THE [***] AND [***] (OR,
IF A[***] IN