SYNTA AND AGREE
UPON AND IMPLEMENT A PLAN FOR THE ORDERLY TRANSITION OF DEVELOPMENT AND
COMMERCIALIZATION FROM GSK TO SYNTA IN A MANNER CONSISTENT WITH APPLICABLE LAWS
AND STANDARDS OF ETHICAL CONDUCT OF HUMAN CLINICAL TRIALS AND WILL SEEK TO
REPLACE ALL GSK PERSONNEL ENGAGED IN ANY DEVELOPMENT OR COMMERCIALIZATION
ACTIVITIES, IN EACH CASE, AS PROMPTLY AS PRACTICABLE.
(E)
IF GSK DELIVERS NOTICE OF TERMINATION PURSUANT TO
SECTION 11.2.1(A)(I), OR SYNTA DELIVERS NOTICE OF TERMINATION PURSUANT TO
SECTION 11.2.2, IN EITHER CASE PRIOR TO COMPLETION OF THE ONGOING CLINICAL
TRIAL, THEN DURING THE PERIOD COMMENCING ON THE DATE OF SUCH NOTICE AND
CONTINUING UNTIL THE COMPLETION OF THE ONGOING CLINICAL TRIAL, GSK SHALL BE
REQUIRED TO OBSERVE ITS OBLIGATIONS HEREUNDER REGARDING CERTAIN MILESTONES AND
OTHER PAYMENTS, AS DESCRIBED IN THIS SECTION 11.3.1(E):
(I)
GSK SHALL MAKE [***] EQUIVALENT TO THE [***] FOR THE FOLLOWING
[***] TO THE EXTENT THEY HAVE NOT BEEN [***] PREVIOUSLY: (A) [***] FOR [***] IN
THE [***] OF [***] AS [***] IN [***], (B) [***] OF [***], (C) [***] OF [***] IN
A [***], AND (D) [***] OF [***] OF [***] AND [***].
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.
72
(II)
IF THE TOTAL BUDGET FOR THE ONGOING CLINICAL TRIAL AS SET FORTH
IN THE INITIAL GLOBAL DEVELOPMENT PLAN (WHICH THE PARTIES ACKNOWLEDGE IS $[***]
AS OF THE EXECUTION DATE) IS EXCEEDED, THEN GSK SHALL PAY ITS SHARE OF THE
OVERAGE IN ACCORDANCE WITH SECTION 1.54; PROVIDED, THAT GSK SHALL NOT BE
REQUIRED TO PAY FOR ANY OVERAGE DUE TO ANY CHANGES TO THE ONGOING CLINICAL TRIAL
AS SYNTA MAY REQUEST OR DEEM NECESSARY AFTER THE DATE ON WHICH GSK DELIVERED ITS
TERMINATION NOTICE.
(III)
GSK SHALL MAKE ANY TRUE-UP OPERATING INCOME PAYMENT AS DESCRIBED
IN SECTION 5 OF SCHEDULE 4 BASED ON COMMERCIALIZATION EXPENSES INCURRED THROUGH
COMPLETION OF THE ONGOING CLINICAL TRIAL TO THE EXTENT APPLICABLE.
11.3.2
TERMINATION BY GSK.
IF THIS AGREEMENT IS TERMINATED BY GSK PURSUANT
TO SECTION 11.2.2 OR 11.2.3:
(A)
ALL LICENSES GRANTED BY SYNTA TO GSK PURSUANT TO SECTION 8.1.1
(INCLUDING ANY ADDITIONAL LICENSES REQUIRED TO MANUFACTURE API), SHALL SURVIVE
THE TERMINATION IN EACH CASE SUBJECT TO GSK'S CONTINUED PAYMENT OF CERTAIN
MILESTONES RELATED TO THE ONGOING CLINICAL TRIAL (AS FURTHER DESCRIBED BELOW)
AND ROYALTY PAYMENTS UNDER AND IN ACCORDANCE WITH THIS AGREEMENT WITH RESPECT
THERETO.
(B)
SYNTA SHALL GRANT TO GSK THE RIGHT TO USE AND DISCLOSE IN
CONNECTION WITH THE DEVELOPMENT AND COMMERCIALIZATION OF PRODUCTS ALL SYNTA
CONFIDENTIAL INFORMATION CONTROLLED BY SYNTA THAT IS NECESSARY FOR, AND RELATES
DIRECTLY TO, THE DEVELOPMENT AND COMMERCIALIZATION OF PRODUCTS AS SUCH PRODUCTS
WERE BEING DEVELOPED OR COMMERCIALIZED HEREUNDER AS OF THE EFFECTIVE DATE OF
TERMINATION OF THIS AGREEMENT AND THE PARTIES AGREE THAT ALL SUCH SYNTA
CONFIDENTIAL INFORMATION SHALL BE SUBJECT TO CLAUSE (I) OF THE SECOND SENTENCE
OF SECTION 7.1.1