WHICH IS COMPRISED OF OR CONTAINS A COLLABORATION COMPOUND (WHETHER OR
NOT SUCH COLLABORATION COMPOUND IS THE SOLE ACTIVE INGREDIENT).
FOR PURPOSES OF
CLARITY, PRODUCT INCLUDES CO-COMMERCIALIZED PRODUCTS AND ROYALTY-BEARING
PRODUCTS.
1.99
"PRODUCT CO-COMMERCIALIZATION PLAN" MEANS, WITH RESPECT TO A
CO-COMMERCIALIZATION PRODUCT, THE WRITTEN PLAN FOR THE COMMERCIALIZATION
(INCLUDING THE GSK CO-COMMERCIALIZATION ACTIVITIES AND SYNTA
CO-COMMERCIALIZATION ACTIVITIES) OF SUCH PRODUCT IN THE CO-COMMERCIALIZATION
TERRITORY (INCLUDING, WITHOUT LIMITATION, EXPECTED MANUFACTURING REQUIREMENTS
AND A DETAILED [***], BUDGET AND PROPOSED TIMELINES), AS SUCH PLAN MAY BE
AMENDED OR UPDATED.
EACH PRODUCT CO-COMMERCIALIZATION PLAN SHALL INCLUDE,
WITHOUT LIMITATION, (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.
14
DEMOGRAPHICS AND MARKET DYNAMICS, MARKET [***], A MARKETING PLAN (INCLUDING
ADVERTISING, DETAILING FORECASTS, [***] PERTAINING TO [***] AND SALES
FORECASTS); (B) THE SPECIFIC COMMERCIALIZATION OBJECTIVES, PROJECTED MILESTONES,
RESOURCE ALLOCATION REQUIREMENTS AND ACTIVITIES TO BE PERFORMED OVER SUCH PERIOD
(INCLUDING, WITHOUT LIMITATION, ALL ANTICIPATED CLINICAL TRIALS); (C) THE PARTY
RESPONSIBLE FOR SUCH ACTIVITIES; (D) AN EXPECTED NON-BINDING TIMELINE FOR SUCH
ACTIVITIES, INCLUDING THE ESTIMATED LAUNCH DATE(S); (E) A NON-BINDING SALES AND
EXPENSE FORECAST (INCLUDING AT LEAST [***] ([***]) YEARS OF ESTIMATED SALES AND
EXPENSES); (F) MANUFACTURING PLANS AND THE EXPECTED PRODUCT PROFILE; (G) A
"COMMERCIALIZATION BUDGET" INCLUDING A BUDGET OF THE EXPENSES EXPECTED TO BE
INCURRED IN PERFORMING ALL ACTIVITIES THEREIN CONTAINED, AS WELL AS ANY THIRD
PARTIES PROPOSED TO BE UTILIZED AND, TO THE EXTENT APPLICABLE, ANY PROPOSED
THIRD PARTY ARRANGEMENTS; AND (H) THE EXPECTED REGULATORY FILINGS TO BE REQUIRED
AND PREPARED, AND THE EXPECTED TIMETABLE FOR MAKING SUCH REGULATORY FILINGS.
EACH PRODUCT CO-COMMERCIALIZATION PLAN, AND EACH AMENDMENT, MODIFICATION OR
UPDATE TO EACH PRODUCT CO-COMMERCIALIZATION PLAN, SHALL BE PREPARED BY, OR AT
THE DIRECTION OF, THE JCC, AND APPROVED BY THE JSC AT SUCH TIME AS THE JSC MAY
FROM TIME TO TIME DIRECT AND IN ANY EVENT, ON OR PRIOR TO THE INITIATION OF
COMMERCIALIZATION ACTIVITIES WITH RESPECT TO THE PRODUCT.
1.100
"PRODUCT TRADEMARK" MEANS ANY TRADEMARK OR TRADE NAME, WHETHER OR
NOT REGISTERED, OR ANY TRADEMARK APPLICATION OR RENEWAL, EXTENSION OR
MODIFICATION THEREOF, IN THE TERRITORY, OR ANY TRADE DRESS AND PACKAGING APPLIED
TO OR USED WITH ANY PRODUCT TOGETHER WITH ALL GOODWILL ASSOCIATED THEREWITH.
1.101
"PROGRAM TECHNOLOGY" MEANS ANY TECHNOLOGY RELATING TO A
COLLABORATION COMPOUND (INCLUDING, WITHOUT LIMITATION, ANY NEW AND USEFUL
PROCESS, SYNTHESIS, FORMULATION, DELIVERY, METHOD OF MANUFACTURE OR COMPOSITION
OF MATTER) THAT IS CONCEIVED AND FIRST REDUCED TO PRACTICE BY EITHER PARTY OR
JOINTLY BY BOTH PARTIES IN THE CONDUCT OF THE COLLABORATION.
1.102
"PROMOTIONAL EFFORTS" MEANS WITH RESPECT TO A CO-COMMERCIALIZED
PRODUCT, AN INTERACTIVE, PERSONAL, LIVE, CONTACT OF A REPRESENTATIVE WITHIN THE
CO-COMMERCIALIZATION TERRITORY WITH A MEDICAL PROFESSIONAL WITH PRESCRIBING
AUTHORITY, AN INDIVIDUAL WHO IS PART OF THE APPLICABLE TREATMENT TEAM FOR AN
INDICATION OR OTHER INDIVIDUALS OR ENTITIES THAT HAVE A SIGNIFICANT IMPACT OR
INFLUENCE ON PRESCRIBING DECISIONS, IN AN EFFORT