Exhibit 10.27
EXECUTION COPY
COLLABORATION AND LICENSE AGREEMENT
This COLLABORATION AND LICENSE AGREEMENT (this "Agreement"), dated as of
December 23, 2008 (the "Execution Date"), is entered into by and between SYNTA
PHARMACEUTICALS CORP., a Delaware corporation having a principal office at 45
Hartwell Avenue, Lexington, MA 02421, U.S.A. ("SYNTA"), and F. HOFFMANN-LA ROCHE
LTD, a Swiss corporation having a principal office located at Grenzacherstrasse
124, CH-4070 Basel, Switzerland ("ROCHE BASEL") and HOFFMANN-LA ROCHE INC., a
New Jersey corporation having a principal office at 340 Kingsland Street,
Nutley, New Jersey 07110, U.S.A.
("ROCHE NUTLEY"; ROCHE BASEL and ROCHE NUTLEY
together referred to as "ROCHE").
INTRODUCTION
WHEREAS, ROCHE has expertise and capability in the research, development,
manufacture and commercialization of pharmaceutical products;
WHEREAS, SYNTA is a biopharmaceutical company focused on discovering, developing
and commercializing products for extending and enhancing the lives of patients
with severe medical conditions, including inflammatory and immune-mediated
diseases and disorders; and
WHEREAS, SYNTA and ROCHE desire to collaborate on the discovery, research,
development and commercialization of certain potential products containing
small-molecule compounds that may be contributed to the collaboration by either
party and directed to the inhibition of calcium release-activated calcium
channels.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration the receipt of which is hereby
acknowledged, SYNTA and ROCHE agree as follows:
ARTICLE I -DEFINITIONS
General.
When used in this Agreement, each of the following terms shall have
the meanings set forth in this Article I:
1.1.
"AFFILIATE" MEANS ANY PERSON DIRECTLY OR INDIRECTLY CONTROLLED BY,
CONTROLLING, OR UNDER COMMON CONTROL WITH, A PARTY, BUT ONLY FOR SO LONG AS SUCH
CONTROL SHALL CONTINUE.
FOR PURPOSES OF THIS DEFINITION, "CONTROL" (INCLUDING,
WITH CORRELATIVE MEANINGS, "CONTROLLED BY", "CONTROLLING" AND "UNDER COMMON
CONTROL WITH") MEANS, WITH RESPECT TO A PERSON, POSSESSION, DIRECT OR INDIRECT,
OF (A) THE POWER TO DIRECT OR CAUSE DIRECTION OF THE MANAGEMENT AND POLICIES OF
SUCH PERSON (WHETHER THROUGH OWNERSHIP OF SECURITIES OR PARTNERSHIP OR OTHER
OWNERSHIP INTERESTS, BY CONTRACT OR OTHERWISE), OR (B) AT LEAST FIFTY PERCENT
(50%) OF THE VOTING SECURITIES (WHETHER DIRECTLY OR PURSUANT TO ANY OPTION,
WARRANT, OR OTHER SIMILAR ARRANGEMENT) OR OTHER COMPARABLE EQUITY INTERESTS.
ANYTHING TO THE CONTRARY IN THIS PARAGRAPH NOTWITHSTANDING, GENENTECH, INC., A
DELAWARE CORPORATION ("GENENTECH") AND ITS SUBSIDIARIES, AND CHUGAI
PHARMACEUTICAL CO., LTD, 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,
AS AMENDED.
1
JAPANESE CORPORATION ("CHUGAI") AND ITS SUBSIDIARIES (EACH, GENENTECH, CHUGAI
AND THEIR SUBSIDIARIES A "ROCHE ENTITY"), SHALL NOT BE DEEMED AN AFFILIATE OF
ROCHE UNLESS ROCHE PROVIDES WRITTEN NOTICE TO SYNTA OF ITS DESIRE TO INCLUDE A
PARTICULAR ROCHE ENTITY AS AN AFFILIATE OF ROCHE.
ROCHE SHALL HAVE THE RIGHT TO
INCLUDE SUCH ROCHE ENTITY IN WHOLE OR IN PART, I.E. ON A LEGAL ENTITY-BY-LEGAL
ENTITY BASIS.
NOTWITHSTANDING SUCH WRITTEN NOTICE, IF ANY ROCHE ENTITY DOES