MEMBERS OF THE
JSC (INCLUDING, WITHOUT LIMITATION, MEMBERS OF THE JPC, FINANCIAL
REPRESENTATIVES AND ALLIANCE MANAGERS) MAY ATTEND JSC MEETINGS AS NON-VOTING
OBSERVERS AS APPROPRIATE FOR THE AGENDA.
(C)
MINUTES.
THE DESIGNATED SECRETARY SHALL KEEP MINUTES OF ALL
MEETINGS THAT RECORD ALL DECISIONS AND ALL ACTIONS RECOMMENDED OR TAKEN IN
REASONABLE DETAIL.
DRAFTS OF THE MINUTES SHALL BE PREPARED AND CIRCULATED TO
THE MEMBERS OF THE JSC WITHIN A REASONABLE TIME AFTER THE MEETING, NOT TO EXCEED
[***] BUSINESS DAYS.
EACH MEMBER OF THE JSC SHALL HAVE THE OPPORTUNITY TO
PROVIDE COMMENTS ON THE DRAFT MINUTES.
FINAL MINUTES OF EACH MEETING SHALL BE
APPROVED AS THE FIRST ORDER OF BUSINESS AT THE SUBSEQUENT JSC MEETING.
(D)
EXPENSES.
SYNTA AND GSK SHALL EACH BEAR ALL EXPENSES OF THEIR
RESPECTIVE JSC REPRESENTATIVES RELATED TO THEIR PARTICIPATION ON THE JSC AND
ATTENDANCE AT JSC MEETINGS AND SHALL NOT BE DEVELOPMENT COSTS OR
COMMERCIALIZATION EXPENSES FOR PURPOSES OF THIS AGREEMENT.
2.1.4
RESPONSIBILITIES.
THE JSC SHALL BE RESPONSIBLE FOR OVERSEEING THE
CONDUCT AND PROGRESS OF THE GLOBAL DEVELOPMENT PROGRAM, AND SPECIFICALLY THE
DEVELOPMENT AND COMMERCIALIZATION OF PRODUCTS IN THE U.S. TERRITORY.
IN
ADDITION, THE JSC WILL RECEIVE UPDATES FROM GSK WITH RESPECT TO DEVELOPMENT AND
COMMERCIALIZATION OF PRODUCTS IN THE ROW
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.
22
TERRITORY; PROVIDED THAT SUCH UPDATES ARE MEANT TO BE INFORMATIONAL ONLY AND NOT
SUBJECT TO THE JSC'S APPROVAL.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE JSC SHALL HAVE THE FOLLOWING RESPONSIBILITIES:
(A)
OVERSEEING THE ACTIVITIES AND PERFORMANCE BY EACH OF THE JDC AND
THE JCC OF ITS RESPECTIVE RESPONSIBILITIES;
(B)
REVIEWING THE GSK INTERNAL POLICIES APPLICABLE TO THE DEVELOPMENT
AND/OR COMMERCIALIZATION ACTIVITIES BEING CONDUCTED UNDER THE AGREEMENT, AS IN
EFFECT ON THE EFFECTIVE DATE AND AS UPDATED BY GSK FROM TIME TO TIME;
(C)
REVIEWING DATA, REPORTS OR OTHER INFORMATION SUBMITTED TO IT BY
THE JDC OR THE JCC FROM TIME TO TIME;
(D)
REVIEWING ON A [***] BASIS UPDATES OF MATERIAL ACTIVITIES
CONDUCTED BY OR ON BEHALF OF GSK WITH RESPECT TO THE DEVELOPMENT AND
COMMERCIALIZATION OF PRODUCTS IN EACH MAJOR MARKET COUNTRY IN THE ROW TERRITORY;
(E)
REVIEWING AND APPROVING EACH GLOBAL DEVELOPMENT PLAN AND BUDGET,
THE PRODUCT CO-COMMERCIALIZATION PLAN AND COMMERCIALIZATION BUDGET AND THE
REGULATORY FILINGS TRANSFER PLAN;
(F)
RESOLVING ALL JDC OR JCC MATTERS THAT ARE IN DISPUTE; AND
(G)
MAKING SUCH OTHER DECISIONS AS MAY BE DELEGATED TO THE JSC
PURSUANT TO THIS AGREEMENT OR BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES DURING
THE TERM.
2.1.5
DISPUTE RESOLUTION.
THE JSC MEMBERS SHALL USE REASONABLE EFFORTS
TO REACH AGREEMENT ON ANY AND ALL MATTERS.
IF, DESPITE SUCH REASONABLE EFFORTS,
AGREEMENT ON A PARTICULAR MATTER CANNOT BE REACHED BY THE JSC WITHIN [***] DAYS
AFTER THE JSC FIRST MEETS TO CONSIDER SUCH MATTER OR SUCH LATER DATE AS MAY BE
MUTUALLY ACCEPTABLE TO