PARTY AGREEMENTS" MEANS THE (A) [***] AND SYNTA, DATED [***]
AND (B) THE [***] AND SYNTA, DATED [***].
1.130
"THIRD PARTY DATA PROVIDER" MEANS IMS HEALTH AND/OR ANY OTHER THIRD
PARTY APPROVED BY THE JSC THAT PERFORMS MARKET ANALYSES AND PROVIDES SALES DATA
FOR THE BIOTECHNOLOGY OR PHARMACEUTICAL INDUSTRY.
1.131
"UNANIMOUS DECISION" MEANS (A) ANY SYNTA DECISION THAT WOULD RESULT
IN AN INCREASE OF MORE THAN [***] PERCENT ([***]%) IN ANY ANNUAL DEVELOPMENT OR
COMMERCIALIZATION BUDGET APPLICABLE TO A PRODUCT; (B) A GSK DECISION OR SYNTA
DECISION THAT WOULD (I) COMMIT EITHER PARTY TO PERFORM ANY ACTIVITY THAT
CONFLICTS WITH THE GSK INTERNAL POLICIES (INCLUDING WITHOUT LIMITATION DECISIONS
OF THE GSK GLOBAL CLINICAL SAFETY BOARD) OR APPLICABLE LAWS; (II)
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.
18
CONFLICT WITH AN APPROVED GLOBAL DEVELOPMENT PLAN (AS IT RELATES TO DEVELOPMENT
IN THE U.S. TERRITORY) OR PRODUCT CO-COMMERCIALIZATION PLAN; OR (III) BE
DETRIMENTAL TO THE GLOBAL BRANDING APPLICABLE TO A PRODUCT; (C) ANY DISPUTE WITH
RESPECT TO THE NEGOTIATION AND EXECUTION BY THE PARTIES OF THE
CO-COMMERCIALIZATION AGREEMENT PURSUANT TO SECTION 5.1.1(B); AND (D) ANY
DECISION WITH RESPECT TO ANY OF THE FOLLOWING MATTERS: (I) [***] FOR PRODUCTS IN
THE U.S. TERRITORY, (II) [***] OF A [***] [***] AS DESCRIBED IN SECTION 8.4.4
EXCEPT AS SET FORTH IN SECTION 1.52(G), (III) DECISIONS PERTAINING TO
SECTION 2.2.4(I), SECTIONS 2.3.4(A)-(B), SECTION 2.3.4(C) EXCEPT AS IT PERTAINS
TO THE MATTERS UNDER SECTION 2.3.4(F) WHICH ARE GSK DECISIONS, SECTION 2.3.4(D),
SECTION 2.3.4(I) AND SECTION 2.3.4(S)-(T), (IV) APPROVAL OF THE INITIAL [***],
(V) THE CONDUCT OF [***], [***] OR [***], (VI) THE CONDUCT OF THE [***] PROPOSED
BY SYNTA AND THE PROTOCOL DESIGN FOR THE [***], (VII) THE CONDUCT OF THE
[***]
PROPOSED BY SYNTA, THE PROTOCOL DESIGN FOR EACH [***] PROPOSED BY SYNTA, THE
PROTOCOL DESIGN FOR THE [***], (IX) ANY DECISION TO PROGRESS [***] AS SET FORTH
IN SECTIONS 3.1.3(B)-(C), (X) THE CONDUCT OF DEVELOPMENT IN A [***] PURSUANT TO
SECTION 3.1.3(C), THE PROTOCOL DESIGN FOR EACH NEW [***] AND (XI) DECISIONS
REGARDING THE PROSECUTION, MAINTENANCE AND FILING OF [***] DERIVED FROM THE
INITIAL UTILITY APPLICATION FROM WHICH THE CLASS 1 PATENT AND THE CLASS 2 PATENT
WERE DERIVED, AND (XII) A DETERMINATION THAT THE [***] OF STA-4783 HAS BEEN
IDENTIFIED. FOR CLARITY, IN THE EVENT THAT THE PARTIES DO NOT UNANIMOUSLY AGREE
TO PROGRESS DEVELOPMENT INTO PHASE 3, THEN GSK SHALL BE PERMITTED TO CONTINUE ON
ITS OWN SUBJECT TO SECTION 3.1.3(D), OR TERMINATE SUCH DEVELOPMENT.
1.132
"U.S. TERRITORY" MEANS THE FIFTY STATES OF THE UNITED STATES OF
AMERICA AND THE DISTRICT OF COLUMBIA.
1.133
"VALID CLAIM" MEANS ANY CLAIM OF A PENDING PATENT APPLICATION (ONLY
IF THE CLAIM AT ISSUE HAS BEEN PENDING FOR LESS THAN [***] YEARS FROM THE DATE
OF THE FIRST OFFICIAL ACTION) OR AN ISSUED UNEXPIRED PATENT THAT (A) HAS