COMPOUND AS OF
THE END OF THE RESEARCH TERM SHALL REVERT TO THE CONTROLLING PARTY (INCLUDING
ALL RIGHTS THERETO AND TO ANY CONFIDENTIAL INFORMATION WITH RESPECT TO SUCH
COLLABORATION COMPOUND WHICH HAD BEEN DISCLOSED BY SUCH CONTROLLING PARTY) AND
SHALL NO LONGER BE DEEMED A COLLABORATION COMPOUND FOR PURPOSES OF THIS
AGREEMENT.
IT IS THE INTENT OF THE PARTIES THAT THE INITIAL COLLABORATION
COMPOUNDS WITH RESPECT TO WHICH RESEARCH WILL BE CONDUCTED UNDER THE RESEARCH
PROGRAM WILL BE THE COLLABORATION COMPOUNDS CONTROLLED AND IDENTIFIED BY SYNTA
HEREUNDER.
COMPOUNDS CONTROLLED BY ROCHE WILL BE INCLUDED AS A COLLABORATION
COMPOUND WITH RESPECT TO WHICH RESEARCH WILL BE CONDUCTED UNDER THE RESEARCH
PROGRAM AND FOR OTHER PURPOSES OF THIS AGREEMENT ONLY IF MUTUALLY AGREED BY THE
PARTIES.
THE GOAL OF THE RESEARCH PROGRAM IS FOR ONE OR MORE LICENSED COMPOUNDS
TO BE APPROVED FOR ADVANCEMENT INTO DEVELOPMENT UNDER SECTION 2.3.4.
2.3.3.
RESEARCH PLAN.
THE INITIAL PLAN FOR THE FIRST TWO (2) CONTRACT
YEARS OF THE RESEARCH PROGRAM IS ATTACHED HERETO AS EXHIBIT B (AS MAY BE AMENDED
FROM TIME TO TIME UPON MUTUAL AGREEMENT OF THE PARTIES, THE "RESEARCH PLAN").
THE PARTIES AGREE AND ACKNOWLEDGE THAT THIS RESEARCH PLAN REFLECTS, AS OF THE
EXECUTION DATE, SYNTA'S GOOD FAITH ESTIMATES OF RESEARCH ACTIVITIES AND THE
TIMING, INTERNAL COSTS, AND EXTERNAL COSTS ASSOCIATED WITH SUCH ACTIVITIES, ALL
OF WHICH COULD BE SUBJECT TO CHANGE.
DURING THE RESEARCH TERM, SYNTA AND ROCHE
SHALL PREPARE AN UPDATED RESEARCH PLAN FOR THE THIRD AND EACH SUBSEQUENT
CONTRACT YEAR, IF APPLICABLE, AT LEAST [***] ([***]) DAYS PRIOR TO THE START OF
EACH SUCH CONTRACT YEAR.
THE RESEARCH PLAN SHALL BE CONSISTENT WITH THE TERMS
AND CONDITIONS OF THIS AGREEMENT AND SHALL BE SUBJECT TO REVIEW AND APPROVAL BY
THE JRDC AND THE JSC.
THE RESEARCH PLAN SHALL SPECIFY, AMONG OTHER THINGS,
(A) KEY OBJECTIVES, (B) RESEARCH AND RELATED MANUFACTURING ACTIVITIES TO BE
PERFORMED UP TO NOMINATION OF A LICENSED COMPOUND FOR DEVELOPMENT, (C) THE
NUMBER AND TYPES OF FTES TO BE ASSIGNED TO SPECIFIC ACTIVITIES AND THE PARTY
SUPPLYING SUCH FTES, (D) COSTS AND EXPENSES FOR SERVICES TO BE PROVIDED BY THIRD
PARTIES, (E) TO THE EXTENT KNOWN IN ADVANCE, THE ACADEMIC COLLABORATIONS AND
SUBCONTRACTOR ARRANGEMENTS ANTICIPATED FOR THE APPLICABLE CONTRACT YEAR, AND
(F) THE BUDGET FOR THE APPLICABLE CONTRACT YEAR.
WITH RESPECT TO THE FIRST
(2) CONTRACT YEARS, ALL FTES SPECIFIED IN THE RESEARCH PLAN SHALL BE SUPPLIED BY
SYNTA.
FOR THE SAKE OF CLARITY, NEITHER THE INITIAL RESEARCH PLAN ATTACHED
HERETO, NOR ANY SUBSEQUENT RESEARCH PLAN ONCE AGREED BY THE PARTIES, MAY BE
AMENDED EXCEPT BY MUTUAL AGREEMENT OF THE PARTIES.
2.3.4.
LICENSED COMPOUND NOMINATION.
(A)
EITHER PARTY MAY NOMINATE TO THE JDRC, FOR APPROVAL BY THE
JSC, A LICENSED COMPOUND FOR ADVANCEMENT INTO DEVELOPMENT LEADING UP TO A GLP
TOXICOLOGY STUDY.
UPON REQUEST BY A PARTY, THE OTHER PARTY SHALL PROVIDE
RELEVANT AVAILABLE INFORMATION AND STUDY RESULTS TO SUPPORT SUCH NOMINATION.
IF
NO LICENSED COMPOUND IS APPROVED FOR ADVANCEMENT INTO DEVELOPMENT DURING THE
RESEARCH TERM OR