TO GSK UNDER
ARTICLE 8 TO COMMERCIALIZE SUCH PRODUCTS IN THE REGION SHALL IMMEDIATELY
TERMINATE; (B) THE LICENSES GRANTED TO SYNTA UNDER ARTICLE 8 TO COMMERCIALIZE
SUCH PRODUCTS IN THE REGION SHALL CONTINUE AND SURVIVE; PROVIDED, THAT, (I) SUCH
LICENSE SHALL THEREAFTER BE EXCLUSIVE (EVEN AS TO GSK) AS TO THE PRODUCTS THAT
ARE THE SUBJECT OF THE TERMINATION, AND SHALL INCLUDE THE RIGHT TO GRANT
SUBLICENSES; (II) SYNTA WILL PAY GSK A ROYALTY BASED ON ANNUAL NET SALES OF ANY
REVERTED ROYALTY-BEARING PRODUCTS THAT ARE BEING DEVELOPED AND/OR COMMERCIALIZED
BY GSK IN SUCH REGION AS OF THE EFFECTIVE DATE OF SUCH TERMINATION COMMENCING ON
THE FIRST COMMERCIAL SALE BY SYNTA AND ENDING UPON THE LAST DAY OF THE
APPLICABLE ROYALTY TERMS FOR SUCH REVERTED ROYALTY-BEARING PRODUCTS, AT A RATE
EQUAL TO THE APPLICABLE REVERSION ROYALTY RATE AND (III) THE REMAINING TERMS OF
SECTIONS 6.5.1(C), 6.6, 6.7, 6.8, 6.9 AND 6.10 SHALL APPLY MUTATIS MUTANDIS TO
EACH SUCH REVERTED ROYALTY-BEARING PRODUCT; (C) UPON REQUEST OF SYNTA (WHICH
REQUEST MAY SPECIFY ANY OR ALL OF THE ACTIONS IN CLAUSES (I) THROUGH
(IV) BELOW), GSK SHALL PROMPTLY, AND IN ANY EVENT WITHIN [***] DAYS AFTER
SYNTA'S REQUEST, WHICH SHALL BE MADE WITHIN THE APPLICABLE NOTICE PERIOD PRIOR
TO THE EFFECTIVE DATE OF TERMINATION: (I) PROVIDE SYNTA WITH A RIGHT OF ACCESS,
A RIGHT OF REFERENCE, AND A RIGHT TO USE AND INCORPORATE ALL DATA, RESULTS AND
INFORMATION IN ALL REGULATORY FILINGS AND REGULATORY APPROVALS THEN IN ITS NAME
APPLICABLE TO THE COMMERCIALIZATION OF SUCH PRODUCTS IN ANY SUCH REGION AND ALL
MATERIAL ASPECTS OF CONFIDENTIAL INFORMATION CONTROLLED BY IT AS OF THE DATE
SUCH REGION IS REMOVED FROM THE TERRITORY RELATING TO SUCH REGULATORY FILINGS
AND REGULATORY APPROVALS FOR SYNTA TO USE TO SEEK REGULATORY APPROVALS IN SUCH
REGION; (II) PROVIDE SYNTA WITH COPIES OF ALL CORRESPONDENCE BETWEEN GSK AND
SUCH REGULATORY AUTHORITIES RELATING TO SUCH REGULATORY FILINGS AND REGULATORY
APPROVALS; (III) ASSIGN TO SYNTA ALL AGREEMENTS BETWEEN GSK AND ANY
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.
74
THIRD PARTY WITH RESPECT TO THE CONDUCT OF CLINICAL TRIALS FOR SUCH PRODUCTS IN
THE REGION, INCLUDING, WITHOUT LIMITATION, AGREEMENTS OR CONTRACTS WITH CONTRACT
RESEARCH ORGANIZATIONS, CLINICAL SITES AND INVESTIGATORS, UNLESS EXPRESSLY
PROHIBITED BY ANY SUCH AGREEMENT; AND (IV) PROVIDE SYNTA WITH COPIES OF ALL
REPORTS AND DATA OBTAINED BY GSK OR ITS AFFILIATES PURSUANT TO THIS AGREEMENT
THAT RELATE TO THE COMMERCIALIZATION OF SUCH PRODUCTS IN ANY SUCH REGION; (V) IF
GSK HAS MANUFACTURED, IS MANUFACTURING OR IS HAVING MANUFACTURED SUCH PRODUCTS
OR ANY INTERMEDIATE OF SUCH PRODUCTS AS OF THE DATE SUCH REGION IS REMOVED FROM
THE TERRITORY, UPON THE REQUEST OF SYNTA, GSK SHALL SUPPLY SYNTA WITH ITS
REQUIREMENTS OF SUCH PRODUCTS OR INTERMEDIATE FOR UP TO [***] MONTHS FOLLOWING
SUCH REMOVAL AT A TRANSFER PRICE EQUAL TO GSK'S MANUFACTURING COST