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SNTA > SEC Filings for SNTA > Form 8-K on 16-Nov-2011All Recent SEC Filings

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Termination of a Material Definitive Agreement

ITEM 1.02 Termination of a Material Definitive Agreement.

On November 16, 2011, Synta Pharmaceuticals Corp. ("Synta") received written notice from F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (together, "Roche") of Roche's election to terminate the Collaboration and License Agreement, dated December 23, 2008, as amended, between Synta and Roche for the discovery, development and commercialization of compounds targeting calcium release-activated calcium modulator (CRACM) channels (the "Agreement"). Termination of the Agreement will become effective on February 16, 2012. Roche's termination of the Agreement falls under the "Termination for Convenience" clause of the Agreement. Synta believes that Roche terminated the Agreement as a result of portfolio re-prioritization.

Pursuant to the Agreement, Synta received a non-refundable upfront license payment of $16 million in January 2009. Roche reimbursed all of Synta's research and certain early development costs based upon research and development plans agreed to by the parties. These costs included committed research support over the two year research term that concluded on December 31, 2010. In February 2011, the Agreement was amended to extend the term of the research license to enable Roche to continue performing research on certain compounds until June 30, 2011. In July 2011, the Agreement was amended to further extend the term of the research license to Roche to continue performing research on certain compounds ("Licensed Compounds") from June 30, 2011 until termination of the Agreement in its entirety.

Synta was eligible to receive additional payments based on specified development and commercialization milestones. Synta does not believe it will be entitled to any milestone payments following the termination of the Agreement. Synta was also entitled to receive tiered royalties on sales of all approved, marketed products under the Agreement ("Licensed Products"). Synta did not incur and will not incur any early termination penalties as a result of Roche's termination of the Agreement.

As a result of termination of the Agreement, the research, development and commercialization licenses granted to Roche by Synta will terminate. Ownership of all rights to all Licensed Compounds (including the scientific data relating to those compounds) will revert to Synta. Synta also receives an exclusive license to use Roche's patent rights and know-how to research, develop, manufacture, commercialize and import any collaboration compound, including the Licensed Compounds. Synta is obligated to pay a low single digit royalty on a country-by-country and Licensed Product-by-Licensed Product basis upon commercialization of any Licensed Product.

The foregoing is only a brief description of the material terms of the Agreement, does not purport to be complete and is qualified in its entirety by reference to the Agreement that was filed as Exhibit 10.27 to Synta's Annual Report on Form 10-K/A filed with the SEC on November 10, 2009, the Amendment to the Agreement filed as Exhibit 10.1 to Synta's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2010, the Second Amendment to the Agreement filed as Exhibit 10.1 to Synta's Quarterly Report on Form 10-Q filed with the SEC on May 5, 2011, and the Third Amendment to the Agreement filed as Exhibit 10.1 to Synta's Current Report on Form 8-K filed with the SEC on July 21, 2011.

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