TO A PRODUCT UNDER THIS AGREEMENT.
1.112
"ROYALTY TERM" MEANS WITH RESPECT TO EACH ROYALTY-BEARING PRODUCT IN
EACH COUNTRY IN THE ROYALTY-BEARING TERRITORY, THE PERIOD BEGINNING ON THE DATE
OF FIRST COMMERCIAL SALE OF SUCH ROYALTY-BEARING PRODUCT IN SUCH COUNTRY AND
ENDING ON THE LATER TO OCCUR OF (A) THE EXPIRATION OF THE LAST TO EXPIRE VALID
CLAIM OF THE SYNTA PATENT RIGHTS OR JOINT PATENT RIGHTS IN SUCH COUNTRY THAT
COVERS THE COMPOSITION OF MATTER, SALE, IMPORT OR USE OF THE COLLABORATION
COMPOUND CONTAINED IN SUCH ROYALTY-BEARING PRODUCT, AND (B) [***] YEARS FROM THE
DATE OF THE FIRST COMMERCIAL SALE OF SUCH ROYALTY-BEARING PRODUCT IN SUCH
COUNTRY.
1.113
"SHARE PURCHASE NUMBER" MEANS (A) WITH RESPECT TO THE INITIAL EQUITY
PURCHASE OBLIGATION, THE NUMBER OF SHARES OF SYNTA COMMON STOCK AS SHALL EQUAL
TWENTY FIVE MILLION DOLLARS (US $25,000,000) DIVIDED BY THE PER SHARE PURCHASE
PRICE AND (B) WITH RESPECT TO THE
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.
16
SUBSEQUENT EQUITY PURCHASE RIGHT, THE NUMBER OF SHARES OF SYNTA COMMON STOCK AS
SHALL EQUAL TWENTY MILLION DOLLARS (US $20,000,000) DIVIDED BY THE PER SHARE
PURCHASE PRICE.
1.114
"SNDA" MEANS A SUPPLEMENTAL NEW DRUG APPLICATION, AS DEFINED IN THE
FDCA AND APPLICABLE REGULATIONS PROMULGATED THEREUNDER.
1.115
"STA-4783" MEANS THE COMPOUND CONTROLLED BY SYNTA AND DESCRIBED MORE
FULLY ON SCHEDULE 1 ATTACHED HERETO.
1.116
"SUBLICENSEE" MEANS ANY THIRD PARTY TO WHICH A PARTY GRANTS A
SUBLICENSE IN ACCORDANCE WITH SECTION 8.2.
1.117
"SUBSEQUENT EQUITY PURCHASE RIGHT DATE" MEANS THE DATE ON WHICH
WRITTEN NOTIFICATION OF REGULATORY APPROVAL FOR AN NDA OR MAA IS FIRST RECEIVED
IN ONE OF EITHER THE UNITED STATES, THE EUROPEAN UNION OR TWO MAJOR EUROPEAN
COUNTRIES FOR THE FIRST TO OCCUR OF EITHER (A) THE SECOND INDICATION FOR A
PRODUCT OR (B) THE FIRST INDICATION FOR THE SECOND PRODUCT.
1.118
"SYNTA CO-COMMERCIALIZATION ACTIVITIES" MEANS, (I) WITH RESPECT TO
THE CO-COMMERCIALIZED PRODUCT FOR THE INDICATION OF METASTATIC MELANOMA, THE
FOLLOWING ACTIVITIES AS DEEMED NECESSARY BY THE JCC: (A) THE LEAD ROLE IN THE
CONDUCT OF INTERACTIONS WITH [***]; (B) THE LEAD ROLE IN INTERACTING WITH [***]
ORGANIZATIONS AND THE [***]; (C) THE LEAD ROLE IN DEFINING THE MARKET [***],
[***] MANAGEMENT AND [***] OF THE PRODUCT TO BE PRESENTED TO THE JCC;
(D) ESTABLISHING AND MAINTAINING RELATIONSHIPS WITH [***] GROUPS; (E) THE
RESPONSIBILITY FOR COORDINATING OPTIONAL PHASE 4 CLINICAL TRIALS AND
COLLABORATIVE RESEARCH TRIALS; (F) FIELDING A MEDICAL SCIENCE LIAISONS (MSL)
GROUP; AND (G) SPONSORING AND/OR CO-SPONSORING WITH GSK [***] ACTIVITIES AND
(II) WITH RESPECT TO THE CO-COMMERCIALIZED PRODUCT FOR ANY INDICATION OTHER THAN
METASTATIC MELANOMA, SUCH [***].
1.119
"SYNTA DECISION" MEANS ANY DECISION THAT IS NOT A [***] WITH RESPECT
TO [***] MATTERS RELATING TO THE DEVELOPMENT OR COMMERCIALIZATION OF ANY
CO-COMMERCIALIZED PRODUCT FOR ANY INDICATION IN THE CO-COMMERCIALIZATION
TERRITORY, INCLUDING MATTERS RELATED TO SECTIONS 2.3.4(E) AND (G),