THIRD PARTY; PROVIDED, THAT SYNTA WILL USE REASONABLE
EFFORTS TO EXCLUDE ANY SUCH PROHIBITION IN SUCH AGREEMENT WITH A THIRD PARTY,
AND OTHERWISE AS SOON AS PRACTICABLE THEREAFTER AND, IN ANY EVENT, NOT LATER
THAN PROMPTLY FOLLOWING THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY SUCH
AGREEMENT.
WITHIN [***] DAYS AFTER SUCH CHANGE OF CONTROL NOTICE IS PROVIDED BY
SYNTA, GSK SHALL HAVE THE RIGHT TO PROVIDE WRITTEN NOTICE TO SYNTA, IN ITS SOLE
DISCRETION, TERMINATING SYNTA'S RIGHTS TO PARTICIPATE IN THE
CO-COMMERCIALIZATION ACTIVITIES AS DESCRIBED BELOW.
IF GSK SHOULD FAIL TO GIVE
SUCH NOTICE TO SYNTA WITHIN SUCH [***] DAY PERIOD, GSK SHALL HAVE NO FURTHER
RIGHTS UNDER THIS SECTION 14.10 AS A RESULT OF THE CHANGE OF CONTROL DESCRIBED
IN THE CHANGE OF CONTROL NOTICE AND THE TERMS OF THIS AGREEMENT SHALL CONTINUE
IN FULL FORCE AND EFFECT FOLLOWING SUCH CHANGE OF CONTROL.
IF GSK GIVES SUCH
NOTICE TO SYNTA WITHIN SUCH [***] DAY PERIOD AND A CHANGE OF CONTROL IS
CONSUMMATED, THE FOLLOWING SHALL APPLY: (I) SYNTA SHALL HAVE NO FURTHER RIGHT TO
CONDUCT ANY DEVELOPMENT OF ANY PRODUCT IN ANY INDICATION ANYWHERE IN THE
TERRITORY AND GSK SHALL BE SOLELY RESPONSIBLE FOR ANY SUCH DEVELOPMENT IN ITS
SOLE DISCRETION, (II) SYNTA SHALL HAVE NO FURTHER RIGHT TO CONDUCT SYNTA
CO-COMMERCIALIZATION ACTIVITIES FOR ANY CO-COMMERCIALIZED PRODUCT IN ANY
INDICATION ANYWHERE IN THE TERRITORY, AND ANY ON-GOING SYNTA
CO-COMMERCIALIZATION ACTIVITIES SHALL BE TRANSITIONED TO GSK IN AN ORDERLY
MANNER THAT DOES NOT RESULT IN A NEGATIVE IMPACT TO SALES OF THE PRODUCT, OR
AVAILABILITY OF PRODUCT TO PATIENTS, (III) UNLESS OTHERWISE DESIGNATED BY SYNTA
IN WRITING WITHIN [***] DAYS OF ITS RECEIPT OF SUCH NOTICE FROM GSK, ALL
CO-COMMERCIALIZED PRODUCTS SHALL REMAIN AS CO-COMMERCIALIZED PRODUCTS SOLELY FOR
PURPOSES OF SECTION 6.3 AND THE PARTIES SHALL CONTINUE TO SHARE OPERATING INCOME
AS CALCULATED IN ACCORDANCE WITH SCHEDULE 4, WITH RESPECT THERETO PURSUANT TO
SECTION 6.3, (IV) GSK SHALL HAVE ALL DECISION-MAKING AUTHORITY FOR ALL FURTHER
DEVELOPMENT AND COMMERCIALIZATION AND ALL OTHER MATTERS, INCLUDING MATTERS THAT
WOULD OTHERWISE BE SYNTA DECISIONS OR UNANIMOUS DECISIONS IN ALL INDICATIONS
INCLUDING METASTATIC MELANOMA, (IV) THE JDC AND JCC SHALL BE TERMINATED AS SOON
AS PRACTICABLE, (V) IF THE PRODUCT IS
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.
84
IN DEVELOPMENT AT THE TIME OF THE CHANGE OF CONTROL, THE PARTIES WOULD CONTINUE
TO SHARE DEVELOPMENT COSTS AS SET FORTH IN SECTION 3.6.1, AND (VI) GSK SHALL
KEEP SYNTA PERIODICALLY INFORMED OF MATERIAL UPDATES WITH RESPECT TO DEVELOPMENT
AND COMMERCIALIZATION OF PRODUCTS.
14.11
FORCE MAJEURE.
NEITHER GSK NOR SYNTA SHALL BE LIABLE FOR FAILURE OF
OR DELAY IN PERFORMING OBLIGATIONS SET FORTH IN THIS AGREEMENT, AND NEITHER
SHALL BE DEEMED IN BREACH OF ITS OBLIGATIONS, IF SUCH FAILURE OR DELAY IS DUE TO
A FORCE MAJEURE.
IN EVENT OF SUCH FORCE MAJEURE, THE PARTY AFFECTED SHALL