Common use of Development Plans Clause in Contracts

Development Plans. For the First Licensed Compound, the initial Development Plans through and including one Phase 2a Clinical Trial with respect thereto are attached hereto as Exhibit C and Exhibit D (as may be amended from time to time upon mutual agreement of the Parties, the “Development Plans,” including the “Development Plan — Pre-IND” and “Development Plan — Phase 1 and Phase 2a,” respectively). The Parties agree and acknowledge that these initial Development Plans reflect, as of the Execution Date, SYNTA’s good faith estimates of Development activities and the timing, internal costs, and external costs associated with such activities, all of which may be subject to change. With respect to the further Development of the relevant First Licensed Compound or following the approval for advancement into Development of any subsequent Licensed Compound, SYNTA and ROCHE, under the guidance of the JRDC, shall prepare initial or updated Development Plans directed to 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, as amended. Development activities in the Territory for such Licensed Compound for the next twelve (12) month period. An updated Development Plan for each subsequent twelve (12) month period will be prepared by SYNTA and ROCHE at least [***] ([***]) days prior to the beginning of each such subsequent twelve (12) month period. The Development Plan shall be consistent with the terms and conditions of this Agreement, and shall be subject to review and approval by the JRDC and the JSC. The Development Plan shall specify, among other things, (a) key objectives, (b) Development and related Manufacturing activities to be performed with respect to a Licensed Compound, including Initiation of Clinical Trials, (c) the Party responsible for performance of an activity, (d) the number and types of FTEs to be assigned to specific activities by SYNTA, (e) anticipated costs to be incurred under the Development Plans (the “Budget”) for the applicable twelve (12) month period, and (f) Development timelines. For the sake of clarity, neither the initial Development Plans attached hereto, nor any subsequent Development Plan once agreed by the Parties, may be amended except by mutual agreement of the Parties.

Appears in 2 contracts

Sources: Collaboration and License Agreement (Synta Pharmaceuticals Corp), Collaboration and License Agreement (Synta Pharmaceuticals Corp)

Development Plans. For the First Licensed Compound, the initial Development Plans through and including one Phase 2a Clinical Trial Customer has provided Provider with respect thereto are a report attached hereto as Exhibit C and Exhibit D (the “Current Development Plan”) describing in detail, as may be amended from of January 1, 2017, the planned development, drilling, production, processing, treating, marketing and other activities to take place with respect to Dedicated Production and Customer Injected NGLs for the applicable Development Period. The information contained in the Current Development Plan is, with respect to the first three Years covered by the Current Development Plan, on a Quarter-by-Quarter basis, and with respect to the remaining Years covered by the Current Development Plan, on a Year-by-Year basis. The Current Development Plan attached hereto has been approved by the Parties. (a) From time to time upon mutual agreement during each Year of the PartiesTerm, the Parties shall meet to discuss the planned development, drilling, production, processing, treating, marketing and other activities that Customer expects to take place with respect to Dedicated Production and Customer Injected NGLs for the then-applicable Development Period. Customer and Provider shall each make their respective representatives available to participate in such meetings and discussions. No later than August 1 of each such Year, Customer shall provide (or cause to be provided) to Provider a proposed update of the then-currently agreed Development Plan, prepared on the same basis as the Current Development Plan and describing in detail the planned development, drilling, production, processing, treating, marketing and other activities to take place with respect to Dedicated Production and Customer Injected NGLs for the then-applicable Development Period (any such update, an “Updated Development Plan” and, together with the Current Development Plan, each, a “Development Plans,” including the “Plan”). (b) Each proposed Development Plan — Pre-IND” and “Development Plan — Phase 1 and Phase 2a,” respectively). The Parties agree and acknowledge that these initial Development Plans reflectshall include information as to the following, as of the Execution Datein each case, SYNTA’s good faith estimates of Development activities and the timingbroken out, internal costs, and external costs associated with such activities, all of which may be subject to change. With respect to the further first three Years covered by such Development of the relevant First Licensed Compound or following the approval for advancement into Development of any subsequent Licensed CompoundPlan, SYNTA and ROCHEon a Quarter-by-Quarter basis, under the guidance of the JRDCand, shall prepare initial or updated Development Plans directed to Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant respect to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934remaining Years covered by such Development Plan, as amended. Development activities in the Territory for such Licensed Compound on a Year-by-Year basis: (i) forward-looking production estimates for the next twelve (12) month period. An updated applicable time period covered by such Development Plan for each subsequent twelve all Customer Gas and Customer Injected NGLs (12A) month that Customer reasonably and in good faith believes will become owned or Controlled by Customer during the time period covered by such Development Plan, and/or (B) that will be prepared produced from (I) in the aggregate, all ▇▇▇▇▇ then-existing and (II) in the aggregate, all ▇▇▇▇▇ that are expected to be drilled during the time period covered by SYNTA and ROCHE at least [***] such Development Plan ([***]) days prior to the beginning of each such subsequent twelve Well reflected in such Development Plan, a “Planned Well” and, such collective estimates described in subsections (12A) month period. The Development Plan shall be consistent with the terms and conditions of this Agreement(B), and shall be subject to review and approval by the JRDC and the JSC. The Development Plan shall specify, among other things, (a) key objectives, (b) Development and related Manufacturing activities to be performed both with respect to a Licensed Compoundparticular Quarter and an entire Year, the “Dedicated Production Estimates”); TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). (ii) (A) each new receipt point (including Initiation of Clinical Trialsthe location thereof) proposed by Customer with respect to the Dedicated Production Estimate reflected in such Development Plan (each such receipt point, a “Planned Receipt Point”), (cB) each Receipt Point at which Customer expects to Tender Customer Gas or Customer Injected NGLs reflected in such Development Plan into the Party responsible for performance of an activity, (d) the number and types of FTEs to be assigned to specific activities by SYNTA, (e) anticipated costs to be incurred under the Development Plans (the “Budget”) for the applicable twelve (12) month periodTGP System, and (fC) Development timelines. For the sake estimated portion of clarity, neither the initial Development Plans attached hereto, nor any subsequent Dedicated Production Estimate contained in such Development Plan once agreed that Customer expects to Tender at each such Receipt Point and Planned Receipt Point; (iii) (A) each new delivery point (including the location thereof) proposed by Customer with respect to the PartiesDedication Production Estimate reflected in such Development Plan (each such delivery point, may a “Planned Delivery Point”), (B) each Delivery Point at which Customer expects to Nominate Customer Residue Gas or Customer NGLs produced from the Dedicated Production Estimate reflected in such Development Plan to be amended except redelivered to Customer, and (C) the estimated volumes of Customer Residue Gas and Customer NGLs produced from the Dedication Production Estimate contained in such Development Plan that Customer expects to Nominate to each such Delivery Point; (iv) the earliest date on which each Planned Receipt Point and Planned Delivery Point included in the Development Plan is required by mutual agreement Customer to be placed into service, which date shall not be earlier than three Months after the January 1st that is immediately subsequent to the date that the Development Plan that initially reflected such Planned Receipt Point or Planned Delivery Point was delivered to Provider hereunder; (v) the anticipated characteristics of the Partiesproduction from the ▇▇▇▇▇ and Planned ▇▇▇▇▇ reflected in such Development Plan (including liquids content and gas and liquids composition) and the projected production volumes and production pressures applicable thereto; provided that Customer may utilize the existing and historical production information from similarly situated ▇▇▇▇▇; (vi) any (A) proposed revision to the then-existing Dedicated Area and/or any then-existing Dedicated Contract and/or (B) any new contract that Customer proposes to be a Dedicated Contract; and (vii) other information reasonably requested by Provider that is relevant to the design, construction, and operation of the TGP System, including (A) any applicable Plant Expansion or Facilities Modification proposed by Customer, (B) the relevant Receipt Point and Planned Receipt Point facilities applicable to such Development Plan, and (C) the relevant Delivery Point and Planned Delivery Point facilities applicable to such Development Plan. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).

Appears in 2 contracts

Sources: Gas Processing and Fractionation Agreement (Hess Midstream Partners LP), Gas Processing and Fractionation Agreement (Hess Midstream Partners LP)

Development Plans. For the First Licensed Compound, the initial Development Plans through and including one Phase 2a Clinical Trial Shipper has provided Gatherer with respect thereto are a report attached hereto as Exhibit C and Exhibit D (the “Current Development Plan”) describing in detail, as may be amended from of January 1, 2017, the planned development, drilling, and production activities to take place with respect to Dedicated Production for the applicable Development Period. The information contained in the TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Current Development Plan is broken out on a Subsystem-by-Subsystem basis and Short-Haul Line basis and, with respect to the first three Years covered by the Current Development Plan, on a Quarter-by-Quarter basis, and with respect to the remaining Years covered by the Current Development Plan, on a Year-by-Year basis. The Current Development Plan attached hereto has been approved by the Parties. (a) From time to time upon mutual agreement during each Year of the PartiesTerm, the Parties shall meet to discuss the planned development, drilling, and production activities that Shipper expects to take place with respect to Dedicated Production for the then-applicable Development Period. Shipper and Gatherer shall each make their respective representatives available to participate in such meetings and discussions. No later than August 1 of each such Year, Shipper shall provide (or cause to be provided) to Gatherer a proposed update of the then-currently agreed Development Plan, prepared on the same basis as the Current Development Plan and describing in detail the planned development, drilling, and production activities to take place with respect to Dedicated Production for the then-applicable Development Period (any such update, an “Updated Development Plan” and, together with the Current Development Plan, each, a “Development Plans,” including the “Plan”). (b) Each proposed Development Plan — Preshall include information as to the following, in each case, broken out on a Subsystem-IND” by-Subsystem and Short-Haul Line basis and, with respect to the first three Years covered by such Development Plan — Phase 1 and Phase 2a,” respectively). The Parties agree and acknowledge that these initial Plan, on a Quarter-by-Quarter basis, and, with respect to the remaining Years covered by such Development Plans reflectPlan, on a Year-by-Year basis: (i) all ▇▇▇▇▇ that, as of the Execution Datedate such Development Plan was delivered, SYNTA’s good faith estimates of are currently in existence and (A) the production therefrom is being delivered into the Gathering System, or (B) are awaiting connection to the Gathering System; (ii) the ▇▇▇▇▇ that are expected to be drilled during the time period covered by such Development activities Plan (each such Well reflected in such Development Plan, a “Planned Well”), and the timing, internal costs, and external costs associated with such activities, all of which may be subject to change. With respect to the further Development estimated timing of the relevant First Licensed Compound or following the approval for advancement into Development drilling of any subsequent Licensed Compound, SYNTA and ROCHE, under the guidance of the JRDC, shall prepare initial or updated Development Plans directed to 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, as amended. Development activities in the Territory for such Licensed Compound Planned ▇▇▇▇▇; (iii) forward-looking production estimates for the next twelve (12) month period. An updated applicable time period covered by such Development Plan for each subsequent twelve all Shipper Crude Oil (12A) month that Shipper reasonably and in good faith believes will become owned or Controlled by Shipper during the time period covered by such Development Plan, and/or (B) that will be prepared by SYNTA produced from (I) in the aggregate, all ▇▇▇▇▇ then-existing and ROCHE at least [***] ([***]II) days prior to in the beginning of each aggregate, any Planned ▇▇▇▇▇ included in such subsequent twelve (12) month period. The Development Plan shall be consistent with the terms (such collective estimates described in subsections (A) and conditions of this Agreement(B), and shall be subject to review and approval by the JRDC and the JSC. The Development Plan shall specify, among other things, (a) key objectives, (b) Development and related Manufacturing activities to be performed both with respect to a Licensed Compoundparticular Quarter and an entire Year, the “Dedicated Production Estimates”); (iv) (A) each new receipt point (including the location thereof) proposed by Shipper with respect to the Dedicated Production Estimate reflected in such Development Plan (each such receipt point, including Initiation those located at the site of Clinical Trialsa Planned Well, a “Planned Receipt Point”), (cB) each Receipt Point at which Shipper expects to Tender TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Shipper Crude Oil reflected in such Development Plan into the Party responsible for performance of an activity, (d) the number and types of FTEs to be assigned to specific activities by SYNTA, (e) anticipated costs to be incurred under the Development Plans (the “Budget”) for the applicable twelve (12) month periodGathering System, and (fC) Development timelines. For the sake estimated portion of clarity, neither the initial Development Plans attached hereto, nor any subsequent Dedicated Production Estimate contained in such Development Plan once agreed by that Shipper expects to Tender at each such Receipt Point and Planned Receipt Point; (v) the Partiesearliest date on which each Planned Well included in the Development Plan is estimated to be completed and producing, may which date shall not be amended except by mutual agreement earlier than three Months after the January 1st that is immediately subsequent to the date that the Development Plan that initially reflected such Planned Well was delivered to Gatherer hereunder; (vi) the anticipated characteristics of the Partiesproduction from the ▇▇▇▇▇ and Planned ▇▇▇▇▇ reflected in such Development Plan and the projected production volumes and production pressures applicable thereto; provided that Shipper may utilize the existing and historical production information from similarly situated ▇▇▇▇▇; (vii) (A) each new delivery point (including the location thereof) proposed by Shipper with respect to the Dedicated Production Estimate reflected in such Development Plan (each such delivery point, a “Planned Delivery Point”), (B) each Delivery Point at which Shipper expects to Nominate Shipper Crude Oil produced from the ▇▇▇▇▇ and Planned ▇▇▇▇▇ reflected in such Development Plan to be redelivered to Shipper, and (C) the estimated portion of the Dedicated Production Estimate contained in such Development Plan that Shipper expects to Nominate to each such Delivery Point and Planned Delivery Point; (viii) any (A) proposed revision to the then-existing Dedicated Area and/or any then-existing Dedicated Contract and/or (B) any new contract that Shipper proposes to be a Dedicated Contract; and (ix) other information reasonably requested by Gatherer that is relevant to the design, construction, and operation of the Gathering System, including (A) any System Extension proposed by Shipper, (B) the relevant Receipt Point and Planned Receipt Point facilities applicable to such Development Plan, and (C) the relevant Downstream Facilities and Delivery Point and Planned Delivery Point facilities applicable to such Development Plan.

Appears in 2 contracts

Sources: Crude Oil Gathering Agreement (Hess Midstream Partners LP), Crude Oil Gathering Agreement (Hess Midstream Partners LP)

Development Plans. For the First Licensed Compound, the initial Development Plans through and including one Phase 2a Clinical Trial Customer has provided Provider with respect thereto are a report attached hereto as Exhibit C and Exhibit D (as may be amended from time to time upon mutual agreement of the Parties, the “Initial Development Plans,” including the “Development Plan — Pre-IND” and “Development Plan — Phase 1 and Phase 2a,” respectively). The Parties agree and acknowledge that these initial Development Plans reflectPlan”) describing in detail, as of the Execution Date, SYNTA’s good faith estimates of the planned development, drilling, production, processing, treating, marketing and other activities to take place with respect to Dedicated Crude Oil and certain Customer TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). NGLs for the applicable Development activities and Period. The information contained in the timingInitial Development Plan is broken out, internal costs, and external costs associated with such activities, all of which may be subject to change. With respect to the further first three Years covered by the Initial Development Plan, on a Quarter-by-Quarter basis, and with respect to the remaining Years covered by the Initial Development Plan, on a Year-by-Year basis. The Initial Development Plan attached hereto has been approved by the Parties. (a) From time to time during each Year of the relevant First Licensed Compound Term, the Parties shall meet to discuss the planned development, drilling, production, processing, treating, marketing and other activities that Customer expects to take place with respect to Dedicated Crude Oil and certain Customer NGLs for the then-applicable Development Period. Customer and Provider shall each make their respective representatives available to participate in such meetings and discussions. No later than August 1 of each such Year, Customer shall provide (or following the approval for advancement into Development of any subsequent Licensed Compound, SYNTA and ROCHE, under the guidance cause to be provided) to Provider a proposed update of the JRDCthen-currently agreed Development Plan, shall prepare initial or updated prepared on the same basis as the Initial Development Plans directed Plan and describing in detail the planned development, drilling, production, processing, treating, marketing and other activities expected to Portions of this Exhibit were omitted take place with respect to Dedicated Crude Oil and have been filed separately certain Customer NGLs for the then-applicable Development Period (any such update, an “Updated Development Plan” and, together with the Secretary of the Commission pursuant Initial Development Plan, each, a “Development Plan”). (b) Each proposed Development Plan shall include information as to the Company’s application requesting confidential treatment under Rule 24b-2 of following, in each case, with respect to the Securities Exchange Act of 1934first three Years covered by such Development Plan, as amended. on a Quarter-by-Quarter basis, and with respect to the remaining Years covered by such Development activities in the Territory for such Licensed Compound Plan, on a Year-by-Year basis: (i) forward-looking production estimates for the next twelve (12) month period. An updated applicable time period covered by such Development Plan for each subsequent twelve all Customer Crude Oil produced from (12A) month in the aggregate, all then-existing ▇▇▇▇▇ and (B) in the aggregate, all ▇▇▇▇▇ that are expected to be drilled during the time period will be prepared covered by SYNTA and ROCHE at least [***] such Development Plan ([***]) days prior to the beginning of each such subsequent twelve (12) month period. The Well reflected in such Development Plan shall be consistent with the terms and conditions of this AgreementPlan, and shall be subject to review and approval by the JRDC and the JSC. The Development Plan shall specifya “Planned Well” and, among other thingssuch collective estimates, (a) key objectives, (b) Development and related Manufacturing activities to be performed both with respect to a Licensed Compoundparticular Quarter and an entire Year, including Initiation of Clinical Trials, (c) the Party responsible for performance of an activity, (d) the number and types of FTEs to be assigned to specific activities by SYNTA, (e) anticipated costs to be incurred under the Development Plans (the “BudgetDedicated Crude Oil Estimates); (ii) forward-looking estimates for the applicable twelve time period covered by such Development Plan of the aggregate volumes of those Customer NGLs for which Customer intends to utilize the Terminals System and/or Provider Tank Cars and receive the System Services hereunder (12such estimates, both with respect to a particular Quarter and an entire Year, the “System NGL Estimates” and, together with the Dedicated Crude Oil Estimates, the “System Production Estimates”); (iii) month period(A) each new receipt point (including the location thereof) proposed by Customer with respect to the System Production Estimate reflected in such Development Plan (each such receipt point, a “Planned Receipt Point”), (B) each Receipt Point at which Customer expects to Tender Customer Hydrocarbons comprising the System Production Estimate reflected in such Development Plan into the Terminals System, and (fC) Development timelines. For the sake estimated portion of clarity, neither the initial Development Plans attached hereto, nor any subsequent System Production Estimate contained in such Development Plan once agreed that Customer expects to Tender at each such Receipt Point and Planned Receipt Point; TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). (iv) (A) each new delivery point (including the location thereof) proposed by Customer with respect to the PartiesSystem Production Estimate reflected in such Development Plan (each such delivery point, may a “Planned Delivery Point”), (B) each Delivery Point at which Customer expects to Nominate Customer Hydrocarbons comprising the System Production Estimate reflected in such Development Plan to be amended except by mutual agreement redelivered to Customer, and (C) the estimated portion of the PartiesSystem Production Estimate contained in such Development Plan that Customer expects to Nominate to each such Delivery Point; (v) the earliest date on which each Planned Receipt Point and Planned Delivery Point included in the Development Plan is required by Customer to be placed into service, which date shall not be earlier than three Months after the January 1st that is immediately subsequent to the date that the Development Plan that initially reflected such Planned Receipt Point or Planned Delivery Point was delivered to Provider hereunder; (vi) any (A) proposed revision to the then-existing Dedicated Area and/or any then-existing Dedicated Contract and/or (B) any new contract that Customer proposes to be a Dedicated Contract; and (vii) other information reasonably requested by Provider that is relevant to the design, construction, and operation of the Terminals System, including (A) any Terminal Expansion or Pipeline Extension proposed by Customer, (B) the relevant Receipt Point and Planned Receipt Point facilities applicable to such Development Plan, and (C) the relevant Downstream Facilities and Delivery Point and Planned Delivery Point facilities applicable to such Development Plan.

Appears in 2 contracts

Sources: Terminal and Export Services Agreement (Hess Midstream Partners LP), Terminal and Export Services Agreement (Hess Midstream Partners LP)

Development Plans. For the First Licensed Compound, the initial Development Plans through and including one Phase 2a Clinical Trial Customer has provided Provider with respect thereto are a report attached hereto as Exhibit C and Exhibit D (as may be amended from time to time upon mutual agreement of the Parties, the “Initial Development Plans,” including the “Development Plan — Pre-IND” and “Development Plan — Phase 1 and Phase 2a,” respectively). The Parties agree and acknowledge that these initial Development Plans reflectPlan”) describing in detail, as of the Execution Date, SYNTA’s good faith estimates of the planned development, drilling, production, processing, treating, marketing and other activities to take place with respect to Dedicated Production and Customer Injected TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). NGLs for the applicable Development activities and Period. The information contained in the timingInitial Development Plan is, internal costs, and external costs associated with such activities, all of which may be subject to change. With respect to the further first three Years covered by the Initial Development Plan, on a Quarter-by-Quarter basis, and with respect to the remaining Years covered by the Initial Development Plan, on a Year-by-Year basis. The Initial Development Plan attached hereto has been approved by the Parties. (a) From time to time during each Year of the relevant First Licensed Compound Term, the Parties shall meet to discuss the planned development, drilling, production, processing, treating, marketing and other activities that Customer expects to take place with respect to Dedicated Production and Customer Injected NGLs for the then-applicable Development Period. Customer and Provider shall each make their respective representatives available to participate in such meetings and discussions. No later than August 1 of each such Year, Customer shall provide (or following the approval for advancement into Development of any subsequent Licensed Compound, SYNTA and ROCHE, under the guidance cause to be provided) to Provider a proposed update of the JRDCthen-currently agreed Development Plan, shall prepare initial or updated prepared on the same basis as the Initial Development Plans directed Plan and describing in detail the planned development, drilling, production, processing, treating, marketing and other activities to Portions of this Exhibit were omitted take place with respect to Dedicated Production and have been filed separately Customer Injected NGLs for the then-applicable Development Period (any such update, an “Updated Development Plan” and, together with the Secretary of the Commission pursuant Initial Development Plan, each, a “Development Plan”). (b) Each proposed Development Plan shall include information as to the Company’s application requesting confidential treatment under Rule 24b-2 of following, in each case, broken out, with respect to the Securities Exchange Act of 1934first three Years covered by such Development Plan, as amended. on a Quarter-by-Quarter basis, and, with respect to the remaining Years covered by such Development activities in the Territory for such Licensed Compound Plan, on a Year-by-Year basis: (i) forward-looking production estimates for the next twelve (12) month period. An updated applicable time period covered by such Development Plan for each subsequent twelve all Customer Gas and Customer Injected NGLs produced from (12A) month in the aggregate, all ▇▇▇▇▇ then-existing and (B) in the aggregate, all ▇▇▇▇▇ that are expected to be drilled during the time period will be prepared covered by SYNTA and ROCHE at least [***] such Development Plan ([***]) days prior to the beginning of each such subsequent twelve (12) month period. The Well reflected in such Development Plan shall be consistent with the terms and conditions of this AgreementPlan, and shall be subject to review and approval by the JRDC and the JSC. The Development Plan shall specifya “Planned Well” and, among other thingssuch collective estimates, (a) key objectives, (b) Development and related Manufacturing activities to be performed both with respect to a Licensed Compoundparticular Quarter and an entire Year, the “Dedicated Production Estimates”); (ii) (A) each new receipt point (including Initiation of Clinical Trialsthe location thereof) at the Plant Site proposed by Customer with respect to the Dedicated Production Estimate reflected in such Development Plan (each such receipt point, a “Planned Receipt Point”), (cB) each Receipt Point at which Customer expects to Tender Customer Gas or Customer Injected NGLs reflected in such Development Plan into the Party responsible for performance of an activity, (d) the number and types of FTEs to be assigned to specific activities by SYNTA, (e) anticipated costs to be incurred under the Development Plans (the “Budget”) for the applicable twelve (12) month periodTGP System, and (fC) Development timelines. For the sake estimated portion of clarity, neither the initial Development Plans attached hereto, nor any subsequent Dedicated Production Estimate contained in such Development Plan once agreed that Customer expects to Tender at each such Receipt Point and Planned Receipt Point; (iii) (A) each new delivery point (including the location thereof) proposed by Customer with respect to the PartiesDedication Production Estimate reflected in such Development Plan (each such delivery point, may a “Planned Delivery Point”), (B) each Delivery Point at which Customer expects to Nominate Customer Residue Gas or Customer NGLs produced from the Dedicated Production Estimate reflected in such Development Plan to be amended except redelivered to Customer, and (C) the estimated volumes of Customer Residue Gas and Customer NGLs produced from the Dedication Production Estimate contained in such Development Plan that Customer expects to Nominate to each such Delivery Point; TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). (iv) the earliest date on which each Planned Receipt Point and Planned Delivery Point included in the Development Plan is required by mutual agreement Customer to be placed into service, which date shall not be earlier than three Months after the January 1st that is immediately subsequent to the date that the Development Plan that initially reflected such Planned Receipt Point or Planned Delivery Point was delivered to Provider hereunder; (v) the anticipated characteristics of the Partiesproduction from the ▇▇▇▇▇ and Planned ▇▇▇▇▇ reflected in such Development Plan (including liquids content and gas and liquids composition) and the projected production volumes and production pressures applicable thereto; provided that Customer may utilize the existing and historical production information from similarly situated ▇▇▇▇▇; (vi) any (A) proposed revision to the then-existing Dedicated Area and/or any then-existing Dedicated Contract and/or (B) any new contract that Customer proposes to be a Dedicated Contract; and (vii) other information reasonably requested by Provider that is relevant to the design, construction, and operation of the TGP System, including (A) any applicable Plant Expansion or Facilities Modification proposed by Customer, (B) the relevant Receipt Point and Planned Receipt Point facilities applicable to such Development Plan, and (C) the relevant Delivery Point and Planned Delivery Point facilities applicable to such Development Plan.

Appears in 2 contracts

Sources: Gas Processing and Fractionation Agreement (Hess Midstream Partners LP), Gas Processing and Fractionation Agreement (Hess Midstream Partners LP)

Development Plans. For the First Licensed Compound, the initial Development Plans through and including one Phase 2a Clinical Trial Shipper has provided Gatherer with respect thereto are a report attached hereto as Exhibit C and Exhibit D (the “Current Development Plan”) describing in detail, as may be amended from of January 1, 2017, the planned development, drilling, and production activities to take place with respect to Dedicated Production for the applicable Development Period. The information contained in the TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Current Development Plan is broken out on a Subsystem-by-Subsystem basis and, with respect to the first three Years covered by the Current Development Plan, on a Quarter-by-Quarter basis, and with respect to the remaining Years covered by the Current Development Plan, on a Year-by-Year basis. The Current Development Plan attached hereto has been approved by the Parties. (a) From time to time upon mutual agreement during each Year of the PartiesTerm, the Parties shall meet to discuss the planned development, drilling, and production activities that Shipper expects to take place with respect to Dedicated Production for the then-applicable Development Period. Shipper and Gatherer shall each make their respective representatives available to participate in such meetings and discussions. No later than August 1 of each such Year, Shipper shall provide (or cause to be provided) to Gatherer a proposed update of the then-currently agreed Development Plan, prepared on the same basis as the Current Development Plan and describing in detail the planned development, drilling, and production activities to take place with respect to Dedicated Production for the then-applicable Development Period (any such update, an “Updated Development Plan” and, together with the Current Development Plan, each, a “Development Plans,” including Plan”). Notwithstanding anything herein to the contrary, in no event shall Gatherer be required to agree to any Updated Development Plan — Preand corresponding updated Gathering System Plan that contains a Committed Build-IND” Out that (i) has a corresponding Target Completion Date that occurs after the end of the Initial Term, and (ii) Gatherer, in its sole discretion, does not wish to approve. (b) Each proposed Development Plan — Phase 1 and Phase 2a,” respectively). The Parties agree and acknowledge that these initial shall include information as to the following, in each case, broken out on a Subsystem-by-Subsystem basis and, with respect to the first three Years covered by such Development Plans reflectPlan, on a Quarter-by-Quarter basis, and, with respect to the remaining Years covered by such Development Plan, on a Year-by-Year basis: (i) all ▇▇▇▇▇ that, as of the Execution Datedate such Development Plan was delivered, SYNTA’s good faith estimates of are currently in existence and (A) the production therefrom is being delivered into the Gathering System, or (B) are awaiting connection to the Gathering System; (ii) the ▇▇▇▇▇ that are expected to be drilled during the time period covered by such Development activities Plan (each such Well reflected in such Development Plan, a “Planned Well”), and the timing, internal costs, and external costs associated with such activities, all of which may be subject to change. With respect to the further Development estimated timing of the relevant First Licensed Compound or following the approval for advancement into Development drilling of any subsequent Licensed Compound, SYNTA and ROCHE, under the guidance of the JRDC, shall prepare initial or updated Development Plans directed to 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, as amended. Development activities in the Territory for such Licensed Compound Planned ▇▇▇▇▇; (iii) forward-looking production estimates for the next twelve (12) month period. An updated applicable time period covered by such Development Plan for each subsequent twelve all Shipper Gas (12A) month that Shipper reasonably and in good faith believes will become owned or Controlled by Shipper during the time period covered by such Development Plan, and/or (B) that will be prepared by SYNTA produced from (I) in the aggregate, all ▇▇▇▇▇ then-existing and ROCHE at least [***] ([***]II) days prior to in the beginning of each aggregate, any Planned ▇▇▇▇▇ included in such subsequent twelve (12) month period. The Development Plan shall be consistent with the terms (such collective estimates described in subsections (A) and conditions of this Agreement(B), and shall be subject to review and approval by the JRDC and the JSC. The Development Plan shall specify, among other things, (a) key objectives, (b) Development and related Manufacturing activities to be performed both with respect to a Licensed Compoundparticular Quarter and an entire Year, including Initiation of Clinical Trials, (c) the Party responsible for performance of an activity, (d) the number and types of FTEs to be assigned to specific activities by SYNTA, (e) anticipated costs to be incurred under the Development Plans (the “BudgetDedicated Production Estimates); TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). (iv) forward-looking estimates for the applicable twelve time period covered by such Development Plan of the aggregate volumes of those Shipper Injected Liquids that Shipper intends to Tender to the Injection Points hereunder to receive the System Services (12such estimates, both with respect to a particular Quarter and an entire Year, the “System Liquids Estimates” and, together with the Dedicated Production Estimates, the “System Production Estimates”); (v) month period(A) each new receipt point (including the location thereof) proposed by Shipper with respect to the System Production Estimate reflected in such Development Plan (each such receipt point, including those located at the site of a Planned Well, a “Planned Receipt Point”), (B) each Receipt Point at which Shipper expects to Tender Shipper Gas and/or Shipper Injected Liquids reflected in such Development Plan into the Gathering System, and (fC) Development timelines. For the sake estimated portion of clarity, neither the initial Development Plans attached hereto, nor any subsequent System Production Estimate contained in such Development Plan once agreed that Shipper expects to Tender at each such Receipt Point and Planned Receipt Point; (vi) the earliest date on which each Planned Well included in the Development Plan is estimated to be completed and producing, which date shall not be earlier than three Months after the January 1st that is immediately subsequent to the date that the Development Plan that initially reflected such Planned Well was delivered to Gatherer hereunder; (vii) the anticipated characteristics of the production from the ▇▇▇▇▇ and Planned ▇▇▇▇▇ reflected in such Development Plan (including liquids content and gas and liquids composition) and the projected production volumes and production pressures applicable thereto; provided that Shipper may utilize the existing and historical production information from similarly situated ▇▇▇▇▇; (viii) (A) each new delivery point (including the location thereof) proposed by Shipper with respect to the PartiesSystem Production Estimate reflected in such Development Plan (each such delivery point, a “Planned Delivery Point”), (B) each Delivery Point at which Shipper expects Shipper Gas produced from the ▇▇▇▇▇ and Planned ▇▇▇▇▇ reflected in such Development Plan to be redelivered to Shipper, (C) each Delivery Point at which Shipper expects any Drip Liquids allocated to Shipper in accordance with this Agreement and/or Shipper Injected Liquids to be redelivered to Shipper, and (D) the estimated portion of the System Production Estimate contained in such Development Plan that Shipper expects to be redelivered to Shipper at each such Delivery Point and Planned Delivery Point; (ix) any (A) proposed revision to the then-existing Dedicated Area and/or any then-existing Dedicated Contract and/or (B) any new contract that Shipper proposes to be a Dedicated Contract; and (x) other information reasonably requested by Gatherer that is relevant to the design, construction, and operation of the Gathering System, including (A) any Subsystem Extension proposed by Shipper, (B) the relevant Receipt Point, Planned Receipt Point, Delivery Point and Planned Delivery Point facilities applicable to such TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Development Plan, and (C) any treating, processing, or liquids handling facilities proposed by Shipper that may be amended except by mutual agreement of required for any Shipper Gas and/or Shipper Injected Liquids to meet applicable Downstream Facility specifications at the PartiesDelivery Points.

Appears in 2 contracts

Sources: Gas Gathering Agreement (Hess Midstream Partners LP), Gas Gathering Agreement (Hess Midstream Partners LP)

Development Plans. For the First Licensed Compound, the initial Development Plans through and including one Phase 2a Clinical Trial Customer has provided Provider with respect thereto are a report attached hereto as Exhibit C and Exhibit D (the “Current Development Plan”) describing in detail, as may be amended from of January 1, 2018, the planned development, drilling, production, processing, treating, marketing and other activities to take place with respect to Dedicated Production and Customer Injected NGLs for the applicable Development Period. The information contained in the Current Development Plan is, with respect to the first three Years covered by the Current Development Plan, on a Quarter-by-Quarter basis, and, with respect to the remaining Years covered by the Current Development Plan, also on a Year-by-Year basis. The Current Development Plan attached hereto has been approved by the Parties. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). (a) From time to time upon mutual agreement during each Year of the PartiesTerm, the Parties shall meet to discuss the planned development, drilling, production, processing, treating, marketing and other activities that Customer expects to take place with respect to Dedicated Production and Customer Injected NGLs for the then-applicable Development Period. Customer and Provider shall each make their respective representatives available to participate in such meetings and discussions. No later than August 1 of each such Year, Customer shall provide (or cause to be provided) to Provider a proposed update of the then-currently agreed Development Plan, prepared on the same basis as the Current Development Plan (other than, for the avoidance of doubt, with regard to those matters that are only applicable in respect of Year 2019 and thereafter hereunder, which matters shall be included in the applicable Updated Development Plan even though they were not addressed in the Current Development Plan) and describing in detail the planned development, drilling, production, processing, treating, marketing and other activities to take place with respect to Dedicated Production and Customer Injected NGLs for the then-applicable Development Period (any such update, an “Updated Development Plan” and, together with the Current Development Plan, each, a “Development Plans,” including the “Plan”). (b) Each proposed Development Plan — Prein respect of Year 2019 and thereafter shall include information as to the following, in each case, broken out, with respect to the first three Years covered by such Development Plan, on a Quarter-IND” and “by-Quarter basis, and, with respect to the remaining Years covered by such Development Plan, also on a Year-by-Year basis: (i) forward-looking production estimates for the applicable time period covered by such Development Plan — Phase 1 for all Customer Gas and Phase 2a,” respectivelyCustomer Injected NGLs (broken out between Tariff Volumes and Third Party Volumes) (A) that Customer reasonably and in good faith believes will become owned or Controlled by Customer during the time period covered by such Development Plan, and/or (B) that will be produced from (I) in the aggregate, all ▇▇▇▇▇ then-existing and (II) in the aggregate, all ▇▇▇▇▇ that are expected to be drilled during the time period covered by such Development Plan (each such Well reflected in such Development Plan, a “Planned Well”). The Parties agree collective estimates described in subsections (A) and acknowledge that these initial Development Plans reflect(B) above, as of the Execution Date, SYNTA’s good faith estimates of Development activities and the timing, internal costs, and external costs associated with such activities, all of which may be subject to change. With respect to the further Development of the relevant First Licensed Compound or following the approval for advancement into Development of any subsequent Licensed Compound, SYNTA and ROCHE, under the guidance of the JRDC, shall prepare initial or updated Development Plans directed to 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, as amended. Development activities in the Territory for such Licensed Compound for the next twelve (12) month period. An updated Development Plan for each subsequent twelve (12) month period will be prepared by SYNTA and ROCHE at least [***] ([***]) days prior to the beginning of each such subsequent twelve (12) month period. The Development Plan shall be consistent with the terms and conditions of this Agreement, and shall be subject to review and approval by the JRDC and the JSC. The Development Plan shall specify, among other things, (a) key objectives, (b) Development and related Manufacturing activities to be performed with respect to a Licensed Compoundparticular Quarter, including Initiation of Clinical Trialsan entire Year, (c) and the Party responsible for performance of an activityapplicable Development Period, (d) in the number and types of FTEs aggregate, are referred to be assigned to specific activities by SYNTA, (e) anticipated costs to be incurred under the Development Plans (herein as the “BudgetDedicated Production Estimates) ; provided, however, that notwithstanding anything in this Agreement to the contrary, that portion of the Dedicated Production Estimate applicable to any Jointly-Owned System shall not include, for any period, any production estimates in excess of the applicable twelve (12) month capacity of such Jointly-Owned System to which Provider has firm priority with respect to such period, and the term “Dedicated Production Estimate” hereunder shall not include any such volumes in excess of such capacity. The Dedicated Production Estimates comprised of (fx) Development timelinesTariff Volumes are referred to herein as “Tariff Volume Estimates”, and (y) Third Party Volumes are referred to herein as “Third Party Volume Estimates”; TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. For THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). (ii) (A) each new receipt point (including the sake of clarity, neither location thereof) proposed by Customer with respect to the initial Development Plans attached hereto, nor any subsequent Dedicated Production Estimate reflected in such Development Plan once agreed by (each such receipt point, a “Planned Receipt Point”), (B) each Receipt Point at which Customer expects to Tender Customer Gas or Customer Injected NGLs reflected in such Development Plan into the Parties▇▇▇▇▇▇ System, may be amended except by mutual agreement and (C) the estimated portion of the PartiesDedicated Production Estimate contained in such Development Plan that Customer expects to Tender at each such Receipt Point and Planned Receipt Point; (iii) (A) each new delivery point (including the location thereof) proposed by Customer with respect to the Dedication Production Estimate reflected in such Development Plan (each such delivery point, a “Planned Delivery Point”), (B) each Delivery Point at which Customer expects to Nominate Customer Residue Gas or Customer NGLs produced from the Dedicated Production Estimate reflected in such Development Plan to be redelivered to Customer, and (C) the estimated volumes of Customer Residue Gas and Customer NGLs produced from the Dedication Production Estimate contained in such Development Plan that Customer expects to Nominate to each such Delivery Point; (iv) the earliest date on which each Planned Receipt Point and Planned Delivery Point included in the Development Plan is required by Customer to be placed into service, which date shall not be earlier than in the case of a Planned Receipt Point and Planned Delivery Point on (A) any Wholly-Owned System, three Months, and (B) any Jointly-Owned System, six Months, in each case, after the January 1st that is immediately subsequent to the date that the Development Plan that initially reflected such Planned Receipt Point or Planned Delivery Point was delivered to Provider hereunder; (v) the anticipated characteristics of the production from the ▇▇▇▇▇ and Planned ▇▇▇▇▇ reflected in such Development Plan (including liquids content and gas and liquids composition) and the projected production volumes and production pressures applicable thereto; provided that Customer may utilize the existing and historical production information from similarly situated ▇▇▇▇▇; (vi) any (A) proposed revision to the then-existing Dedicated Area, (B) proposed revision to any then-existing Dedicated Third Party Contract, and/or (C) any new contract that Customer elects to add as a Dedicated Third Party Contract; and (vii) other information reasonably requested by Provider that is relevant to the design, construction, and operation of the ▇▇▇▇▇▇ System, including (A) any applicable Plant Expansion or Facilities Modification proposed by Customer, (B) the relevant Receipt Point and Planned Receipt Point facilities applicable to such Development Plan, and (C) the relevant Delivery Point and Planned Delivery Point facilities applicable to such Development Plan. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).

Appears in 1 contract

Sources: Gas Processing and Fractionation Agreement (Hess Midstream Partners LP)

Development Plans. For the First Licensed Compound, the initial Development Plans through and including one Phase 2a Clinical Trial ▇▇▇▇▇▇▇ has provided Gatherer with respect thereto are a report attached hereto as Exhibit C and Exhibit D (the "Current Development Plan") describing in detail, as may be amended from of January 1, 2018, the planned development, drilling, and production activities to take place with respect to Dedicated Production for the applicable Development Period. The information contained in the Current Development Plan is broken out on a Subsystem-by-Subsystem basis and, with respect to the first three Years covered by the Current Development Plan, on a Quarter-by-Quarter basis, and, with respect to the remaining Years covered by the Current Development Plan, also on a Year-by-Year basis. The Current Development Plan attached hereto has been approved by the Parties. (a) From time to time upon mutual agreement during each Year of the PartiesTerm applicable to each Subsystem, the Parties shall meet to discuss the planned development, drilling, and production activities that Shipper expects to take place with respect to Dedicated Production for the then-applicable Development Plans,” including Period. Shipper and ▇▇▇▇▇▇▇▇ shall each make their respective representatives available to participate in such meetings and discussions. No later than August 1 of each such Year, Shipper shall provide (or cause to be provided) to Gatherer a proposed update of the then-currently agreed Development Plan, prepared on the same basis as the Current Development Plan — Pre-IND” (other than, for the avoidance of doubt, with regard to those matters that are only applicable in respect of Year 2019 and thereafter hereunder, which matters shall be included in the applicable Updated Development Plan — Phase 1 even though they were not addressed in the Current Development Plan) and Phase 2a,” respectivelydescribing in detail the planned development, drilling, and production activities to take place with respect to Dedicated Production for the then-applicable Development Period (any such update, an "Updated Development Plan" and, together with the Current Development Plan, each, a "Development Plan"). The Parties Notwithstanding anything herein to the contrary, in no event shall Gatherer be required to agree to any Updated Development Plan and acknowledge corresponding updated Gathering System Plan that these initial Development Plans reflect, as contains a Committed Build-Out that (i) has a corresponding Target Completion Date that occurs after the end of the Execution Date, SYNTA’s good faith estimates of Development activities and Initial Term applicable to the timing, internal costsSubsystem to which such Committed Build-Out relates, and external costs associated with such activities(ii) Gatherer, all of which may be subject in its sole discretion, does not wish to changeapprove. With respect to the further Development of the relevant First Licensed Compound or following the approval for advancement into Development of any subsequent Licensed Compound, SYNTA and ROCHE, under the guidance of the JRDC, shall prepare initial or updated Development Plans directed to 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, as amended. Development activities in the Territory for such Licensed Compound for the next twelve CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (12) month period. An updated Development Plan for each subsequent twelve (12) month period will be prepared by SYNTA and ROCHE at least [***] ([***]) days prior to the beginning of each such subsequent twelve BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (12I) month period. The Development Plan shall be consistent with the terms and conditions of this Agreement, and shall be subject to review and approval by the JRDC and the JSC. The Development Plan shall specify, among other things, ARE NOT MATERIAL AND (aII) key objectives, IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (b) Each proposed Development Plan in respect of Year 2019 and related Manufacturing activities thereafter shall include information as to the following, in each case, broken out on a Subsystem-by-Subsystem basis and, with respect to the first three Years covered by such Development Plan, on a Quarter-by-Quarter basis, and, with respect to the remaining Years covered by such Development Plan, also on a Year-by-Year basis: (i) all ▇▇▇▇▇ that, as of the date such Development Plan was delivered, are currently in existence and (A) the production therefrom is being delivered into the Gathering System, or (B) are awaiting connection to the Gathering System; (ii) the ▇▇▇▇▇ that are expected to be performed drilled during the time period covered by such Development Plan (each such Well reflected in such Development Plan, a "Planned Well"), and the estimated timing of the drilling of such Planned ▇▇▇▇▇; (iii) forward-looking production estimates for the applicable time period covered by such Development Plan for all Shipper Gas (broken out between Tariff Volumes and Third Party Volumes) (A) that Shipper reasonably and in good faith believes will become owned or Controlled by ▇▇▇▇▇▇▇ during the time period covered by such Development Plan, and/or (B) that will be produced from (I) in the aggregate, all ▇▇▇▇▇ then-existing and (II) in the aggregate, any Planned ▇▇▇▇▇ included in such Development Plan. The collective estimates described in subsections (A) and (B) above, with respect to a Licensed Compoundparticular Quarter, including Initiation an entire Year, and the applicable Development Period, in the aggregate, are referred to herein as the "Dedicated Production Estimates". The Dedicated Production Estimates comprised of Clinical Trials(A) Tariff Volumes are referred to herein as "Tariff Volume Estimates", and (cB) the Third Party responsible for performance of an activity, Volumes are referred to herein as "Third Party Volume Estimates"; (div) the number and types of FTEs to be assigned to specific activities by SYNTA, (e) anticipated costs to be incurred under the Development Plans (the “Budget”) forward-looking estimates for the applicable twelve time period covered by such Development Plan of the aggregate volumes of those Shipper Injected Liquids (12broken out between Tariff Volumes and Third Party Volumes) month periodthat Shipper intends to Tender to the Injection Points hereunder to receive the System Services. The collective estimates described above, with respect to a particular Quarter, an entire Year, and the applicable Development Period, in the aggregate, are referred to herein as the "System Liquids Estimates" and, together with the Dedicated Production Estimates, as the "System Production Estimates"; (v) (A) each new receipt point (including the location thereof) proposed by Shipper with respect to the System Production Estimate reflected in such Development Plan (each such receipt point, including those located at the site of a Planned Well, a "Planned Receipt Point"), (B) each Receipt Point at which Shipper expects to Tender Shipper Gas and/or Shipper Injected Liquids reflected in such Development Plan into the Gathering System, and (fC) Development timelines. For the sake estimated portion of clarity, neither the initial Development Plans attached hereto, nor any subsequent System Production Estimate contained in such Development Plan once agreed that Shipper expects to Tender at each such Receipt Point and Planned Receipt Point; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (vi) the earliest date on which each Planned Well included in the Development Plan is estimated to be completed and producing, which date shall not be earlier than three Months after the January 1st that is immediately subsequent to the date that the Development Plan that initially reflected such Planned Well was delivered to ▇▇▇▇▇▇▇▇ hereunder; (vii) the anticipated characteristics of the production from the ▇▇▇▇▇ and Planned ▇▇▇▇▇ reflected in such Development Plan (including liquids content and gas and liquids composition) and the projected production volumes and production pressures applicable thereto; provided that Shipper may utilize the existing and historical production information from similarly situated ▇▇▇▇▇; (viii) (A) each new delivery point (including the location thereof) proposed by Shipper with respect to the PartiesSystem Production Estimate reflected in such Development Plan (each such delivery point, a "Planned Delivery Point"), (B) each Delivery Point at which Shipper expects Shipper Gas reflected in such Development Plan to be redelivered to Shipper, (C) each Delivery Point at which Shipper expects any Drip Liquids allocated to Shipper in accordance with this Agreement and/or Shipper Injected Liquids to be redelivered to Shipper, and (D) the estimated portion of the System Production Estimate contained in such Development Plan that Shipper expects to be redelivered to Shipper at each such Delivery Point and Planned Delivery Point; (ix) any (A) proposed revision to the then-existing Dedicated Area, (B) proposed revision to any then-existing Dedicated Third Party Contract, and/or (C) any new contract that Shipper elects to add as a Dedicated Third Party Contract; and (x) other information reasonably requested by Gatherer that is relevant to the design, construction, and operation of the Gathering System, including (A) any Subsystem Extension proposed by Shipper, (B) the relevant Receipt Point, Planned Receipt Point, Delivery Point and Planned Delivery Point facilities applicable to such Development Plan, and (C) any treating, processing, or liquids handling facilities proposed by Shipper that may be amended except by mutual agreement of required for any Shipper Gas and/or Shipper Injected Liquids to meet applicable Downstream Facility specifications at the PartiesDelivery Points.

Appears in 1 contract

Sources: Gas Gathering Agreement (Hess Midstream LP)

Development Plans. For the First Licensed Compound, the initial Development Plans through and including one Phase 2a Clinical Trial ▇▇▇▇▇▇▇ has provided Gatherer with respect thereto are a report attached hereto as Exhibit C and Exhibit D (as may be amended from time to time upon mutual agreement of the Parties, the “"Current Development Plans,” including the “Development Plan — Pre-IND” and “Development Plan — Phase 1 and Phase 2a,” respectively). The Parties agree and acknowledge that these initial Development Plans reflectPlan") describing in detail, as of January 1, 2017, the Execution Dateplanned development, SYNTA’s good faith estimates of Development activities and the timing, internal costsdrilling, and external costs associated production activities to take place with such activities, all of which may be subject to change. With respect to Dedicated Production for the further applicable Development of the relevant First Licensed Compound or following the approval for advancement into Development of any subsequent Licensed Compound, SYNTA and ROCHE, under the guidance of the JRDC, shall prepare initial or updated Development Plans directed to 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, as amendedPeriod. Development activities The information contained in the Territory for such Licensed Compound for the next twelve CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (12) month period. An updated Development Plan for each subsequent twelve (12) month period will be prepared by SYNTA and ROCHE at least [***] ([***]) days prior BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Current Development Plan is broken out on a Subsystem-by-Subsystem basis and Short-Haul Line basis and, with respect to the beginning first three Years covered by the Current Development Plan, on a Quarter-by-Quarter basis, and with respect to the remaining Years covered by the Current Development Plan, on a Year-by-Year basis. The Current Development Plan attached hereto has been approved by the Parties. (a) From time to time during each Year of the Term, the Parties shall meet to discuss the planned development, drilling, and production activities that Shipper expects to take place with respect to Dedicated Production for the then-applicable Development Period. Shipper and ▇▇▇▇▇▇▇▇ shall each make their respective representatives available to participate in such meetings and discussions. No later than August 1 of each such subsequent twelve Year, Shipper shall provide (12or cause to be provided) month period. The to Gatherer a proposed update of the then-currently agreed Development Plan, prepared on the same basis as the Current Development Plan and describing in detail the planned development, drilling, and production activities to take place with respect to Dedicated Production for the then-applicable Development Period (any such update, an "Updated Development Plan" and, together with the Current Development Plan, each, a "Development Plan"). (b) Each proposed Development Plan shall include information as to the following, in each case, broken out on a Subsystem-by-Subsystem and Short-Haul Line basis and, with respect to the first three Years covered by such Development Plan, on a Quarter-by-Quarter basis, and, with respect to the remaining Years covered by such Development Plan, on a Year-by-Year basis: (i) all ▇▇▇▇▇ that, as of the date such Development Plan was delivered, are currently in existence and (A) the production therefrom is being delivered into the Gathering System, or (B) are awaiting connection to the Gathering System; (ii) the ▇▇▇▇▇ that are expected to be consistent with drilled during the terms and conditions of this Agreementtime period covered by such Development Plan (each such Well reflected in such Development Plan, a "Planned Well"), and shall be subject to review and approval the estimated timing of the drilling of such Planned ▇▇▇▇▇; (iii) forward-looking production estimates for the applicable time period covered by the JRDC and the JSC. The such Development Plan shall specifyfor all Shipper Crude Oil (A) that Shipper reasonably and in good faith believes will become owned or Controlled by Shipper during the time period covered by such Development Plan, among other thingsand/or (B) that will be produced from (I) in the aggregate, all ▇▇▇▇▇ then-existing and (aII) key objectivesin the aggregate, any Planned ▇▇▇▇▇ included in such Development Plan (bsuch collective estimates described in subsections (A) Development and related Manufacturing activities to be performed (B), both with respect to a Licensed Compoundparticular Quarter and an entire Year, the "Dedicated Production Estimates"); (iv) (A) each new receipt point (including the location thereof) proposed by ▇▇▇▇▇▇▇ with respect to the Dedicated Production Estimate reflected in such Development Plan (each such receipt point, including Initiation those located at the site of Clinical Trialsa Planned Well, a "Planned Receipt Point"), (cB) the Party responsible for performance of an activity, each Receipt Point at which Shipper expects to Tender CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (d) the number and types of FTEs to be assigned to specific activities by SYNTA, (e) anticipated costs to be incurred under the Development Plans (the Budget[***]”) for BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Shipper Crude Oil reflected in such Development Plan into the applicable twelve (12) month periodGathering System, and (fC) Development timelines. For the sake estimated portion of clarity, neither the initial Development Plans attached hereto, nor any subsequent Dedicated Production Estimate contained in such Development Plan once agreed by that Shipper expects to Tender at each such Receipt Point and Planned Receipt Point; (v) the Partiesearliest date on which each Planned Well included in the Development Plan is estimated to be completed and producing, may which date shall not be amended except by mutual agreement earlier than three Months after the January 1st that is immediately subsequent to the date that the Development Plan that initially reflected such Planned Well was delivered to ▇▇▇▇▇▇▇▇ hereunder; (vi) the anticipated characteristics of the Partiesproduction from the ▇▇▇▇▇ and Planned ▇▇▇▇▇ reflected in such Development Plan and the projected production volumes and production pressures applicable thereto; provided that Shipper may utilize the existing and historical production information from similarly situated ▇▇▇▇▇; (vii) (A) each new delivery point (including the location thereof) proposed by Shipper with respect to the Dedicated Production Estimate reflected in such Development Plan (each such delivery point, a "Planned Delivery Point"), (B) each Delivery Point at which Shipper expects to Nominate Shipper Crude Oil produced from the ▇▇▇▇▇ and Planned ▇▇▇▇▇ reflected in such Development Plan to be redelivered to Shipper, and (C) the estimated portion of the Dedicated Production Estimate contained in such Development Plan that ▇▇▇▇▇▇▇ expects to Nominate to each such Delivery Point and Planned Delivery Point; (viii) any (A) proposed revision to the then-existing Dedicated Area and/or any then-existing Dedicated Contract and/or (B) any new contract that Shipper proposes to be a Dedicated Contract; and (ix) other information reasonably requested by ▇▇▇▇▇▇▇▇ that is relevant to the design, construction, and operation of the Gathering System, including (A) any System Extension proposed by Shipper, (B) the relevant Receipt Point and Planned Receipt Point facilities applicable to such Development Plan, and (C) the relevant Downstream Facilities and Delivery Point and Planned Delivery Point facilities applicable to such Development Plan.

Appears in 1 contract

Sources: Crude Oil Gathering Agreement (Hess Midstream LP)

Development Plans. For the First Licensed Compound, the initial Development Plans through and including one Phase 2a Clinical Trial Shipper has provided Gatherer with respect thereto are a report attached hereto as Exhibit C and Exhibit D (the “Current Development Plan”) describing in detail, as may be amended from of January 1, 2018, the planned development, drilling, and production activities to take place with respect to Dedicated Production for the applicable Development Period. The information contained in the Current Development Plan is broken out on a Subsystem-by-Subsystem basis and, with respect to the first three Years covered by the Current Development Plan, on a Quarter-by-Quarter basis, and, with respect to the remaining Years covered by the Current Development Plan, also on a Year-by-Year basis. The Current Development Plan attached hereto has been approved by the Parties. (a) From time to time upon mutual agreement during each Year of the PartiesTerm applicable to each Subsystem, the Parties shall meet to discuss the planned development, drilling, and production activities that Shipper expects to take place with respect to Dedicated Production for the then-applicable Development Period. Shipper and Gatherer shall each make their respective representatives available to participate in such meetings and discussions. No later than August 1 of each such Year, Shipper shall provide (or cause to be provided) to Gatherer a proposed update of the then-currently agreed Development Plan, prepared on the same basis as the Current Development Plan (other than, for the avoidance of doubt, with regard to those matters that are only applicable in respect of Year 2019 and thereafter hereunder, which matters shall be included in the applicable Updated Development Plan even though they were not addressed in the Current Development Plan) and describing in detail the planned development, drilling, and production activities to take place with respect to Dedicated Production for the then-applicable Development Period (any such update, an “Updated Development Plan” and, together with the Current Development Plan, each, a “Development Plans,” including Plan”). Notwithstanding anything herein to the contrary, in no event shall Gatherer be required to agree to any Updated Development Plan — Preand corresponding updated Gathering System Plan that contains a Committed Build-IND” Out that (i) has a corresponding Target Completion Date that occurs after the end of the Initial Term applicable to the Subsystem to which such Committed Build-Out relates, and (ii) Gatherer, in its sole discretion, does not wish to approve. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). (b) Each proposed Development Plan — Phase 1 in respect of Year 2019 and Phase 2a,” respectively). The Parties agree and acknowledge that these initial thereafter shall include information as to the following, in each case, broken out on a Subsystem-by-Subsystem basis and, with respect to the first three Years covered by such Development Plans reflectPlan, on a Quarter-by-Quarter basis, and, with respect to the remaining Years covered by such Development Plan, also on a Year-by-Year basis: (i) all ▇▇▇▇▇ that, as of the Execution Datedate such Development Plan was delivered, SYNTA’s good faith estimates of are currently in existence and (A) the production therefrom is being delivered into the Gathering System, or (B) are awaiting connection to the Gathering System; (ii) the ▇▇▇▇▇ that are expected to be drilled during the time period covered by such Development activities Plan (each such Well reflected in such Development Plan, a “Planned Well”), and the timing, internal costs, and external costs associated with such activities, all of which may be subject to change. With respect to the further Development estimated timing of the relevant First Licensed Compound or following the approval for advancement into Development drilling of any subsequent Licensed Compound, SYNTA and ROCHE, under the guidance of the JRDC, shall prepare initial or updated Development Plans directed to 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, as amended. Development activities in the Territory for such Licensed Compound Planned ▇▇▇▇▇; (iii) forward-looking production estimates for the next twelve (12) month period. An updated applicable time period covered by such Development Plan for each subsequent twelve all Shipper Gas (12broken out between Tariff Volumes and Third Party Volumes) month (A) that Shipper reasonably and in good faith believes will become owned or Controlled by Shipper during the time period covered by such Development Plan, and/or (B) that will be prepared by SYNTA produced from (I) in the aggregate, all ▇▇▇▇▇ then-existing and ROCHE at least [***] ([***]II) days prior to in the beginning of each aggregate, any Planned ▇▇▇▇▇ included in such subsequent twelve (12) month periodDevelopment Plan. The Development Plan shall be consistent with the terms collective estimates described in subsections (A) and conditions of this Agreement(B) above, and shall be subject to review and approval by the JRDC and the JSC. The Development Plan shall specify, among other things, (a) key objectives, (b) Development and related Manufacturing activities to be performed with respect to a Licensed Compoundparticular Quarter, including Initiation of Clinical Trialsan entire Year, (c) and the Party responsible for performance of an activityapplicable Development Period, (d) in the number and types of FTEs aggregate, are referred to be assigned to specific activities by SYNTA, (e) anticipated costs to be incurred under the Development Plans (herein as the “BudgetDedicated Production Estimates. The Dedicated Production Estimates comprised of (A) Tariff Volumes are referred to herein as “Tariff Volume Estimates”, and (B) Third Party Volumes are referred to herein as “Third Party Volume Estimates”; (iv) forward-looking estimates for the applicable twelve time period covered by such Development Plan of the aggregate volumes of those Shipper Injected Liquids (12broken out between Tariff Volumes and Third Party Volumes) month periodthat Shipper intends to Tender to the Injection Points hereunder to receive the System Services. The collective estimates described above, with respect to a particular Quarter, an entire Year, and the applicable Development Period, in the aggregate, are referred to herein as the “System Liquids Estimates” and, together with the Dedicated Production Estimates, as the “System Production Estimates”; (v) (A) each new receipt point (including the location thereof) proposed by Shipper with respect to the System Production Estimate reflected in such Development Plan (each such receipt point, including those located at the site of a Planned Well, a “Planned Receipt Point”), (B) each Receipt Point at which Shipper expects to Tender Shipper Gas and/or Shipper Injected Liquids reflected in such Development Plan into the Gathering System, and (fC) Development timelines. For the sake estimated portion of clarity, neither the initial Development Plans attached hereto, nor any subsequent System Production Estimate contained in such Development Plan once agreed that Shipper expects to Tender at each such Receipt Point and Planned Receipt Point; TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). (vi) the earliest date on which each Planned Well included in the Development Plan is estimated to be completed and producing, which date shall not be earlier than three Months after the January 1st that is immediately subsequent to the date that the Development Plan that initially reflected such Planned Well was delivered to Gatherer hereunder; (vii) the anticipated characteristics of the production from the ▇▇▇▇▇ and Planned ▇▇▇▇▇ reflected in such Development Plan (including liquids content and gas and liquids composition) and the projected production volumes and production pressures applicable thereto; provided that Shipper may utilize the existing and historical production information from similarly situated ▇▇▇▇▇; (viii) (A) each new delivery point (including the location thereof) proposed by Shipper with respect to the PartiesSystem Production Estimate reflected in such Development Plan (each such delivery point, a “Planned Delivery Point”), (B) each Delivery Point at which Shipper expects Shipper Gas reflected in such Development Plan to be redelivered to Shipper, (C) each Delivery Point at which Shipper expects any Drip Liquids allocated to Shipper in accordance with this Agreement and/or Shipper Injected Liquids to be redelivered to Shipper, and (D) the estimated portion of the System Production Estimate contained in such Development Plan that Shipper expects to be redelivered to Shipper at each such Delivery Point and Planned Delivery Point; (ix) any (A) proposed revision to the then-existing Dedicated Area, (B) proposed revision to any then-existing Dedicated Third Party Contract, and/or (C) any new contract that Shipper elects to add as a Dedicated Third Party Contract; and (x) other information reasonably requested by Gatherer that is relevant to the design, construction, and operation of the Gathering System, including (A) any Subsystem Extension proposed by Shipper, (B) the relevant Receipt Point, Planned Receipt Point, Delivery Point and Planned Delivery Point facilities applicable to such Development Plan, and (C) any treating, processing, or liquids handling facilities proposed by Shipper that may be amended except by mutual agreement of required for any Shipper Gas and/or Shipper Injected Liquids to meet applicable Downstream Facility specifications at the PartiesDelivery Points.

Appears in 1 contract

Sources: Gas Gathering Agreement (Hess Midstream Partners LP)

Development Plans. For the First Licensed Compound, the initial Development Plans through and including one Phase 2a Clinical Trial Customer has provided Provider with respect thereto are a report attached hereto as Exhibit C and Exhibit D (as may be amended from time to time upon mutual agreement of the Parties, the “"Current Development Plans,” including the “Development Plan — Pre-IND” and “Development Plan — Phase 1 and Phase 2a,” respectively). The Parties agree and acknowledge that these initial Development Plans reflectPlan") describing in detail, as of January 1, 2018, the Execution Dateplanned development, SYNTA’s good faith estimates of drilling, production, processing, treating, marketing and other activities to take place with respect to Dedicated Production and Customer Injected NGLs for the applicable Development activities and Period. The information contained in the timingCurrent Development Plan is, internal costs, and external costs associated with such activities, all of which may be subject to change. With respect to the further first three Years covered by the Current Development of the relevant First Licensed Compound or following the approval for advancement into Development of any subsequent Licensed CompoundPlan, SYNTA and ROCHEon a Quarter-by-Quarter basis, under the guidance of the JRDCand, shall prepare initial or updated Development Plans directed to Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant respect to the Company’s application requesting confidential treatment under Rule 24b-2 of remaining Years covered by the Securities Exchange Act of 1934Current Development Plan, as amendedalso on a Year-by-Year basis. Development activities in the Territory for such Licensed Compound for the next twelve (12) month period. An updated The Current Development Plan for each subsequent twelve attached hereto has been approved by the Parties. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (12) month period will be prepared by SYNTA and ROCHE at least [***] ([***]) days prior BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (a) From time to time during each Year of the beginning Term, the Parties shall meet to discuss the planned development, drilling, production, processing, treating, marketing and other activities that Customer expects to take place with respect to Dedicated Production and Customer Injected NGLs for the then-applicable Development Period. Customer and Provider shall each make their respective representatives available to participate in such meetings and discussions. No later than August 1 of each such subsequent twelve Year, Customer shall provide (12or cause to be provided) month period. The to Provider a proposed update of the then-currently agreed Development Plan, prepared on the same basis as the Current Development Plan (other than, for the avoidance of doubt, with regard to those matters that are only applicable in respect of Year 2019 and thereafter hereunder, which matters shall be consistent included in the applicable Updated Development Plan even though they were not addressed in the Current Development Plan) and describing in detail the planned development, drilling, production, processing, treating, marketing and other activities to take place with respect to Dedicated Production and Customer Injected NGLs for the then-applicable Development Period (any such update, an "Updated Development Plan" and, together with the terms and conditions of this AgreementCurrent Development Plan, and shall be subject to review and approval by the JRDC and the JSC. The each, a "Development Plan shall specify, among other things, (a) key objectives, Plan"). (b) Each proposed Development Plan in respect of Year 2019 and related Manufacturing activities thereafter shall include information as to the following, in each case, broken out, with respect to the first three Years covered by such Development Plan, on a Quarter-by-Quarter basis, and, with respect to the remaining Years covered by such Development Plan, also on a Year-by-Year basis: (i) forward-looking production estimates for the applicable time period covered by such Development Plan for all Customer Gas and Customer Injected NGLs (broken out between Tariff Volumes and Third Party Volumes) (A) that Customer reasonably and in good faith believes will become owned or Controlled by Customer during the time period covered by such Development Plan, and/or (B) that will be produced from (I) in the aggregate, all ▇▇▇▇▇ then-existing and (II) in the aggregate, all ▇▇▇▇▇ that are expected to be performed drilled during the time period covered by such Development Plan (each such Well reflected in such Development Plan, a "Planned Well"). The collective estimates described in subsections (A) and (B) above, with respect to a Licensed Compoundparticular Quarter, including Initiation of Clinical Trialsan entire Year, (c) the Party responsible for performance of an activity, (d) the number and types of FTEs to be assigned to specific activities by SYNTA, (e) anticipated costs to be incurred under the Development Plans (the “Budget”) for the applicable twelve (12) month Development Period, in the aggregate, are referred to herein as the "Dedicated Production Estimates"; provided, however, that notwithstanding anything in this Agreement to the contrary, that portion of the Dedicated Production Estimate applicable to any Jointly-Owned System shall not include, for any period, any production estimates in excess of the capacity of such Jointly-Owned System to which Provider has firm priority with respect to such period, and the term "Dedicated Production Estimate" hereunder shall not include any such volumes in excess of such capacity. The Dedicated Production Estimates comprised of (fx) Development timelines. For Tariff Volumes are referred to herein as "Tariff Volume Estimates", and (y) Third Party Volumes are referred to herein as "Third Party Volume Estimates"; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (ii) (A) each new receipt point (including the sake of clarity, neither location thereof) proposed by Customer with respect to the initial Development Plans attached hereto, nor any subsequent Dedicated Production Estimate reflected in such Development Plan once agreed by (each such receipt point, a "Planned Receipt Point"), (B) each Receipt Point at which Customer expects to Tender Customer Gas or Customer Injected NGLs reflected in such Development Plan into the Parties▇▇▇▇▇▇ System, may be amended except by mutual agreement and (C) the estimated portion of the PartiesDedicated Production Estimate contained in such Development Plan that Customer expects to Tender at each such Receipt Point and Planned Receipt Point; (iii) (A) each new delivery point (including the location thereof) proposed by Customer with respect to the Dedication Production Estimate reflected in such Development Plan (each such delivery point, a "Planned Delivery Point"), (B) each Delivery Point at which Customer expects to Nominate Customer Residue Gas or Customer NGLs produced from the Dedicated Production Estimate reflected in such Development Plan to be redelivered to Customer, and (C) the estimated volumes of Customer Residue Gas and Customer NGLs produced from the Dedication Production Estimate contained in such Development Plan that Customer expects to Nominate to each such Delivery Point; (iv) the earliest date on which each Planned Receipt Point and Planned Delivery Point included in the Development Plan is required by Customer to be placed into service, which date shall not be earlier than in the case of a Planned Receipt Point and Planned Delivery Point on (A) any Wholly-Owned System, three Months, and (B) any Jointly-Owned System, six Months, in each case, after the January 1st that is immediately subsequent to the date that the Development Plan that initially reflected such Planned Receipt Point or Planned Delivery Point was delivered to Provider hereunder; (v) the anticipated characteristics of the production from the ▇▇▇▇▇ and Planned ▇▇▇▇▇ reflected in such Development Plan (including liquids content and gas and liquids composition) and the projected production volumes and production pressures applicable thereto; provided that Customer may utilize the existing and historical production information from similarly situated ▇▇▇▇▇; (vi) any (A) proposed revision to the then-existing Dedicated Area, (B) proposed revision to any then-existing Dedicated Third Party Contract, and/or (C) any new contract that Customer elects to add as a Dedicated Third Party Contract; and (vii) other information reasonably requested by Provider that is relevant to the design, construction, and operation of the ▇▇▇▇▇▇ System, including (A) any applicable Plant Expansion or Facilities Modification proposed by Customer, (B) the relevant Receipt Point and Planned Receipt Point facilities applicable to such Development Plan, and (C) the relevant Delivery Point and Planned Delivery Point facilities applicable to such Development Plan. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Appears in 1 contract

Sources: Gas Processing and Fractionation Agreement (Hess Midstream LP)

Development Plans. For the First Licensed Compound, the initial Development Plans through and including one Phase 2a Clinical Trial Customer has provided Provider with respect thereto are a report attached hereto as Exhibit C and Exhibit D (the "Current Development Plan") describing in detail, as may be amended from of January 1, 2017, the planned development, drilling, production, processing, treating, marketing and other activities to take place with respect to Dedicated Crude Oil and certain Customer NGLs for the applicable Development Period. The information contained in the Current Development Plan is broken out, with respect to the first three Years covered by the Current Development Plan, on a Quarter-by-Quarter basis, and with respect to the remaining Years covered by the Current Development Plan, on a Year-by-Year basis. The Current Development Plan attached hereto has been approved by the Parties. (a) From time to time upon mutual agreement during each Year of the PartiesTerm, the Parties shall meet to discuss the planned development, drilling, production, processing, treating, marketing and other activities that Customer expects to take place with respect to Dedicated Crude Oil and certain Customer NGLs for the then-applicable Development Plans,” including Period. Customer and Provider shall each make their respective representatives available to participate in such meetings and discussions. No later than August 1 of each such Year, Customer shall provide (or cause to be provided) to Provider a proposed update of the then-currently agreed Development Plan, prepared on the same basis as the Current Development Plan — Pre-IND” and describing in detail the planned development, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (Development Plan — Phase 1 and Phase 2a,” respectively). The Parties agree and acknowledge that these initial Development Plans reflect, as of the Execution Date, SYNTA’s good faith estimates of Development activities and the timing, internal costs, and external costs associated with such activities, all of which may be subject to change. With respect to the further Development of the relevant First Licensed Compound or following the approval for advancement into Development of any subsequent Licensed Compound, SYNTA and ROCHE, under the guidance of the JRDC, shall prepare initial or updated Development Plans directed to 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, as amended. Development activities in the Territory for such Licensed Compound for the next twelve (12) month period. An updated Development Plan for each subsequent twelve (12) month period will be prepared by SYNTA and ROCHE at least [***] ([***]) days prior BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. drilling, production, processing, treating, marketing and other activities expected to take place with respect to Dedicated Crude Oil and certain Customer NGLs for the beginning of each then-applicable Development Period (any such subsequent twelve update, an "Updated Development Plan" and, together with the Current Development Plan, each, a "Development Plan"). (12b) month period. The Each proposed Development Plan shall be consistent include information as to the following, in each case, with respect to the terms and conditions of this Agreementfirst three Years covered by such Development Plan, on a Quarter-by-Quarter basis, and shall be subject with respect to review and approval the remaining Years covered by such Development Plan, on a Year-by-Year basis: (i) forward-looking production estimates for the JRDC and the JSC. The applicable time period covered by such Development Plan shall specifyfor all Customer Crude Oil (broken out, among other thingsin each case, between Eligible Customer Crude Oil and Pass-Through Contract Crude Oil) (aA) key objectivesthat Customer reasonably and in good faith believes will become owned or Controlled by Customer during the time period covered by such Development Plan, and/or (bB) Development that will be produced from (I) in the aggregate, all ▇▇▇▇▇ then-existing and related Manufacturing activities (II) in the aggregate, all ▇▇▇▇▇ that are expected to be performed drilled during the time period covered by such Development Plan (each such Well reflected in such Development Plan, a "Planned Well" and, such collective estimates described in subsections (A) and (B), both with respect to a Licensed Compoundparticular Quarter and an entire Year, including Initiation of Clinical Trials, the "Dedicated Crude Oil Estimates"); (cii) the Party responsible for performance of an activity, (d) the number and types of FTEs to be assigned to specific activities by SYNTA, (e) anticipated costs to be incurred under the Development Plans (the “Budget”) forward-looking estimates for the applicable twelve time period covered by such Development Plan of the aggregate volumes of those Customer NGLs for which Customer intends to utilize the Terminals System and/or the Provider Tank Cars and receive the System Services hereunder (12such estimates, both with respect to a particular Quarter and an entire Year, the "System NGL Estimates" and, together with the Dedicated Crude Oil Estimates, the "System Production Estimates"); (iii) month periodwith respect to the applicable (A) Dedicated Crude Oil Estimate, forward-looking estimates for the applicable time period covered by such Development Plan of the aggregate volumes of such Customer Crude Oil which Customer estimates will utilize the Crude Oil Services described in (1) Section 3.1(a)(vii), (2) Section 3.1(a)(ix), and (f3) Development timelines. For Section 3.1(a)(xi) and (B) System NGL Estimate, forward-looking estimates for the sake of clarity, neither the initial Development Plans attached hereto, nor any subsequent applicable time period covered by such Development Plan once agreed by the Parties, may be amended except by mutual agreement of the Partiesaggregate volumes of such Customer NGLs which Customer estimates will utilize the NGL Services described in Section 3.1(b)(v); (iv) (A) each new receipt point (including the location thereof) proposed by Customer with respect to the System Production Estimate reflected in such Development Plan (each such receipt point, a "Planned Receipt Point"), (B) each Receipt Point at which Customer expects to Tender Customer Hydrocarbons comprising the System Production Estimate reflected in such Development Plan into the Terminals System, and (C) the estimated portion of the System Production Estimate contained in such Development Plan that Customer expects to Tender at each such Receipt Point and Planned Receipt Point; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (v) (A) each new delivery point (including the location thereof) proposed by Customer with respect to the System Production Estimate reflected in such Development Plan (each such delivery point, a "Planned Delivery Point"), (B) each Delivery Point at which Customer expects to Nominate Customer Hydrocarbons comprising the System Production Estimate reflected in such Development Plan to be redelivered to Customer, and (C) the estimated portion of the System Production Estimate contained in such Development Plan that Customer expects to Nominate to each such Delivery Point; (vi) the earliest date on which each Planned Receipt Point and Planned Delivery Point included in the Development Plan is required by Customer to be placed into service, which date shall not be earlier than three Months after the January 1st that is immediately subsequent to the date that the Development Plan that initially reflected such Planned Receipt Point or Planned Delivery Point was delivered to Provider hereunder; (vii) any (A) proposed revision to the then-existing Dedicated Area and/or any then-existing Dedicated Contract and/or (B) any new contract that Customer proposes to be a Dedicated Contract; and (viii) other information reasonably requested by Provider that is relevant to the design, construction, and operation of the Terminals System, including (A) any Terminal Expansion or Pipeline Extension proposed by Customer, (B) the relevant Receipt Point and Planned Receipt Point facilities applicable to such Development Plan, and (C) the relevant Downstream Facilities and Delivery Point and Planned Delivery Point facilities applicable to such Development Plan.

Appears in 1 contract

Sources: Terminal and Export Services Agreement (Hess Midstream LP)