during the term of the Co-Commercialization Agreement shall be executed by GSK
in a reasonably timely manner consistent with the general practices applied by
it in executing orders for other pharmaceutical products sold by it or its
Affiliates.
(ii)
The Parties shall comply with all Applicable Laws in selling any
Co-Commercialized Products.
8.
TRANSITION OF CERTAIN ACTIVITIES.
AT ANY TIME AFTER THE [***]
ANNIVERSARY OF THE DATE OF [***] OF A PRODUCT AND THE RECEIPT BY SYNTA OF [***]
IN THE U.S. TERRITORY OF A PRODUCT [***], SYNTA MAY REQUEST, BY PROVIDING NOT
LESS THAN [***] DAYS' WRITTEN NOTICE (THE "COMMERCIALIZATION ACTIVITIES
TRANSITION NOTICE"), THAT GSK TRANSITION TO SYNTA CERTAIN GSK
CO-COMMERCIALIZATION ACTIVITIES; PROVIDED, THAT SYNTA AGREES THAT CERTAIN GSK
CO-COMMERCIALIZATION ACTIVITIES MUST BE TRANSITIONED IN BUNDLES AS FOLLOWS:
(A) [***] TO [***] FOR [***] OF THE [***], THEN [***] MUST ALSO [***] FOR [***]
OF [***] (FOR BOTH [***]) AND [***], (B) [***] TO [***] FOR [***], THEN [***]
MUST ALSO [***] FOR [***] AND (C) [***] TO [***] FOR [***], THEN [***] MUST
[***] WITH [***] TO [***].
AS SOON AS PRACTICABLE, BUT IN ANY EVENT ON OR
BEFORE [***] DAYS FROM THE DATE OF THE COMMERCIALIZATION ACTIVITIES TRANSITION
NOTICE, THE PARTIES SHALL PREPARE AND SUBMIT TO THE JCC FOR ITS REVIEW AND
APPROVAL A MUTUALLY ACCEPTABLE TRANSITION PLAN (THE "COMMERCIALIZATION
TRANSITION PLAN") WHICH SHALL DESCRIBE WITH REASONABLE SPECIFICITY THE STEPS TO
BE FOLLOWED, AND THE TIMELINES APPLICABLE TO, THE TRANSITIONING OF SUCH GSK
CO-COMMERCIALIZATION ACTIVITIES IN ORDER TO TRANSITION SUCH ACTIVITIES TO SYNTA
AS PROMPTLY AS POSSIBLE.
NOTWITHSTANDING THE FOREGOING, ANY TRANSITION OF GSK
CO-COMMERCIALIZATION ACTIVITIES (I) SHALL BE [***] TO [***] TO [***], THAT [***]
IS ABLE TO [***] IN A [***] OF THE SAME, (II) SHALL NOT [***] IN ANY [***] IN
THE [***] OF THE [***] AND (III) SHALL NOT BE [***] TO THE [***], INCLUDING
[***].
IN NO EVENT WILL GSK TRANSFER RESPONSIBILITY TO SYNTA FOR SALES FORCE
TRAINING, SALES INFORMATION AND [***].
NOTWITHSTANDING ANYTHING IN THIS
SECTION 8, IF SYNTA EXERCISES ITS DEVELOPMENT OPT-OUT RIGHT WITH RESPECT TO ANY
INDICATION AT ANY TIME, THEN THIS SECTION 8 SHALL HAVE NO FURTHER FORCE AND
EFFECT AND THERE SHALL BE NO TRANSITION TO SYNTA OF ANY GSK CO-COMMERCIALIZATION
ACTIVITIES HEREUNDER WITH RESPECT TO ANY PRODUCT AND/OR ANY INDICATION.
10.
SALES INFORMATION INTEGRATION.
THE PARTIES WILL STRIVE TO
ESTABLISH A TRANSPARENT AND COMPATIBLE SALES REPORTING SYSTEM FOR
CO-COMMERCIALIZED PRODUCTS TO FACILITATE CALL PLANNING AND REPRESENTATIVES
ACTIVITIES, AND ALL COSTS RELATED TO SUCH INTEGRATION SHALL BE COMMERCIALIZATION
EXPENSES; PROVIDED, THAT THIS [***] TO THE [***] OF SUCH A [***].
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.
Sched. 6-4
11.
Product Recalls.
In the event that any Regulatory Authority
issues or requests a recall or takes similar action in connection with a
Co-Commercialized Product, or in the event