Item 1.01 Entry into a Material Definitive Agreement.
On December 23, 2008, Synta Pharmaceuticals Corp. (“Synta”) entered into a Collaboration and License Agreement (the “Agreement”) with F. Hoffmann-La Roche Ltd, a Swiss corporation, and its affiliate, Hoffman-La Roche Inc., a New Jersey corporation (together, “Roche”). Under the Agreement, Synta and Roche have agreed to collaborate on the discovery, development and commercialization of compounds targeting calcium release-activated calcium modulator (“CRACM”) channels, initially directed to the treatment of inflammatory diseases.
Under the Agreement, Roche will fund research to be conducted by Synta during an initial two-year research period. Roche will receive worldwide rights to develop and commercialize certain products identified prior to the end of this research period. For these licensed products, Roche is responsible for development and commercialization, while Synta retains the right, in indications other than rheumatoid arthritis, to co-develop, by conducting preclinical development and early clinical trials, and to co-promote in the USA, both at Roche’s expense.
Synta will receive $25 million in upfront cash license fees and committed research support, of which $9 million will be provided in the form of research support over the initial research period. Synta will also be eligible to receive additional payments, for each of three licensed products, should specified development and commercialization milestones be successfully achieved: for development milestones achieved across multiple indications, up to $245 million for the first product and half of this amount for each of the second and third products, and for commercialization milestones, up to $170 million for each of three products. Synta will receive tiered royalties on all product sales.
The foregoing is a summary description, that does not purport to be complete, of certain terms of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, which Synta intends to file as an exhibit to its Annual Report on Form 10-K for the year ending December 31, 2008. |
