ANY MILESTONE.
THE MILESTONES WILL BE PAID WITHIN [***]
BUSINESS DAYS OF THE DATE ON WHICH GSK RECEIVES AN INVOICE FROM SYNTA WITH
RESPECT TO SUCH MILESTONE.
IF, NOTWITHSTANDING THE FACT THAT GSK HAS NOT GIVEN
SYNTA NOTICE OF THE ACHIEVEMENT OF A MILESTONE, SYNTA BELIEVES ANY SUCH
MILESTONE EVENT HAS OCCURRED, IT SHALL SO NOTIFY GSK IN WRITING AND SHALL
PROVIDE TO GSK DATA, DOCUMENTATION OR OTHER INFORMATION THAT SUPPORTS ITS
BELIEF.
ANY DISPUTE UNDER THIS SECTION 6.4.2 THAT RELATES TO WHETHER OR NOT A
MILESTONE EVENT HAS OCCURRED SHALL FIRST BE REFERRED TO THE JSC TO BE RESOLVED
IN ACCORDANCE WITH SECTION 2.1.5.
(B)
SKIPPED MILESTONES.
IF, AT THE TIME ANY GIVEN MILESTONE PAYMENT
SET FORTH IN SECTION 6.4.1 IS DUE AND ONE OR MORE PRECEDING MILESTONE PAYMENTS
FOR ANTECEDENT MILESTONE EVENTS HAVE NOT BEEN PAID, THEN SUCH UNPAID ANTECEDENT
MILESTONE PAYMENTS SHALL BE PAID AT SUCH TIME AS WELL.
FOR EXAMPLE, IF A
MILESTONE PAYMENT IS MADE FOR THE [***] OF AN [***]
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.
48
TO A [***] FOR THE SECOND MAJOR INDICATION BUT NO [***] [***] WITH [***] TO THAT
[***] FOR THE SECOND MAJOR INDICATION, THE MILESTONE PAYMENT ASSOCIATED WITH THE
[***] OF THE [***] FOR A [***] FOR THAT [***] WILL BE PAID CONCURRENTLY WITH THE
MILESTONE PAYMENT FOR THE [***] OF AN [***] FOR THE SECOND MAJOR INDICATION.
(C)
CHANGES TO STATUS OF [***] INDICATIONS.
IF A PRODUCT THAT IS
APPROVED FOR A [***] INDICATION ACHIEVES ANNUAL NET SALES IN SUCH [***]
INDICATION IN THE TERRITORY OF AT LEAST [***] DOLLARS ($[***]), GSK SHALL PAY
THE DIFFERENCE BETWEEN THE TOTAL MILESTONES PAID FOR SUCH [***] INDICATION AND
THE MILESTONES PAYABLE FOR A [***] FOR A [***] WITHIN [***] BUSINESS DAYS OF THE
DATE ON WHICH GSK RECEIVES AN INVOICE FROM SYNTA (AFTER NOTIFICATION FROM GSK
THAT SUCH SALES THRESHOLD HAS BEEN MET), SO LONG AS THE MILESTONES PAYABLE FOR
[***] SET FORTH IN SECTION 6.4.1(A) HAVE NOT BEEN PAID WITH RESPECT TO THE
[***].
IF SOME, BUT NOT ALL MILESTONE PAYMENTS HAVE BEEN MADE FOR EITHER ONE OR
BOTH [***], THIS PAYMENT WILL REFLECT THE DIFFERENCE BETWEEN THE [***] FOR A
[***] AND THE [***] FOR THE [***] ([***] MILESTONES [***] [***]).
BY WAY OF
ILLUSTRATION, IF [***] FOR THE [***] MINOR INDICATION [***] FOR A PRODUCT
APPROVED FOR THE INDICATION OF [***], [***] FOR THE [***] MINOR INDICATION [***]
FOR A PRODUCT APPROVED FOR THE INDICATION OF [***], [***] FOR THE [***] FOR A
[***] FOR THE [***], AND [***] FOR THE [***], THEN ON ACHIEVEMENT OF [***] OF
THE [***] FOR THE [***] OF AT LEAST [***] DOLLARS ($[***]), THEN A PAYMENT OF
$[***] SHALL BE DUE TO SYNTA, REPRESENTING THE DIFFERENCE BETWEEN THE [***] OF
$[***] FOR A PRODUCT APPROVED FOR A [***] AND [***]