(OR ANY AMENDMENT OR SUCCESSOR
STATUTE THERETO), OR ANY COMPARABLE LAW UNDER ANY OTHER JURISDICTION, CLAIMING
THAT ANY SYNTA PATENT RIGHT, ROCHE PATENT RIGHT OR JOINT PATENT RIGHT, IN EACH
CASE COVERING A LICENSED PRODUCT IN THE FIELD, IS INVALID OR OTHERWISE
UNENFORCEABLE, OR THAT INFRINGEMENT WILL NOT ARISE FROM THE MANUFACTURE, USE,
IMPORT OR SALE OR OFFER OF SALE OF A PRODUCT BY A THIRD PARTY (A "PARAGRAPH IV
CERTIFICATION"), SUCH PARTY SHALL PROMPTLY NOTIFY THE OTHER PARTY IN WRITING
WITHIN THREE (3) BUSINESS DAYS AFTER ITS RECEIPT THEREOF.
8.7.
COOPERATION.
SYNTA AND ROCHE SHALL REASONABLY
COOPERATE IN THE PROSECUTION, PROCUREMENT, MAINTENANCE AND ENFORCEMENT OF ALL
SYNTA PATENT RIGHTS, ROCHE PATENT RIGHTS AND JOINT PATENT RIGHTS.
SUCH
COOPERATION MAY INCLUDE ASSISTANCE BY EITHER PARTY AND ITS RESPECTIVE
AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS AND DESIGNEES IN FORMULATING
RESPONSES TO OFFICIAL ACTIONS RECEIVED FROM THE UNITED STATES PATENT AND
TRADEMARK OFFICE AND FOREIGN PATENT OFFICES, SIGNING DOCUMENTS IN CONNECTION
WITH THE PROSECUTION, MAINTENANCE AND ENFORCEMENT OF SUCH PATENT RIGHTS AND
TAKING STEPS TO PERFECT TITLE IN SUCH PATENT RIGHTS.
NO PARTY MAY, WITHOUT
OBTAINING THE PRIOR WRITTEN CONSENT OF SUCH OTHER PARTY, SETTLE OR COMPROMISE
ANY CLAIM OR PROCEEDING RELATING TO THE JOINT KNOW-HOW, JOINT PATENT RIGHTS OR
THE OTHER PARTY'S SOLELY-OWNED PATENT RIGHTS OR KNOW-HOW.
ARTICLE IX -CONFIDENTIAL INFORMATION
9.1.
TREATMENT OF CONFIDENTIAL INFORMATION.
DURING
THE TERM AND FOR [***] ([***]) [***] THEREAFTER, EACH PARTY SHALL MAINTAIN
CONFIDENTIAL INFORMATION OF THE OTHER PARTY IN CONFIDENCE, AND SHALL NOT
DISCLOSE, DIVULGE, OR OTHERWISE COMMUNICATE SUCH CONFIDENTIAL INFORMATION TO
OTHERS OR USE IT FOR ANY PURPOSE OTHER THAN IN PERFORMANCE OF ITS OBLIGATIONS OR
EXERCISE OF ITS RIGHTS PURSUANT TO THIS AGREEMENT, EXCEPT THAT EACH PARTY MAY
DISCLOSE SUCH CONFIDENTIAL INFORMATION TO ITS AGENTS, DIRECTORS, OFFICERS,
EMPLOYEES, CONSULTANTS, SUBCONTRACTORS, AFFILIATES AND ADVISORS (COLLECTIVELY,
"AGENTS") UNDER WRITTEN OBLIGATIONS OF CONFIDENTIALITY AT LEAST AS STRINGENT AS
THE CONFIDENTIALITY PROVISIONS SET FORTH IN THIS ARTICLE IX AND WITH A NEED TO
KNOW SUCH INFORMATION TO PERFORM SUCH OBLIGATIONS OR EXERCISE SUCH RIGHTS ON
BEHALF OF THE DISCLOSING PARTY.
EACH PARTY SHALL EXERCISE EFFORTS THAT ARE AT
LEAST AS DILIGENT AS THOSE GENERALLY USED BY SUCH PARTY IN PROTECTING ITS OWN
CONFIDENTIAL AND PROPRIETARY INFORMATION (BUT NO LESS
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.
43
THAN REASONABLE EFFORTS), TO PREVENT AND RESTRAIN THE UNAUTHORIZED DISCLOSURE OR
USE OF SUCH CONFIDENTIAL INFORMATION BY ANY OF ITS AGENTS.
EACH PARTY WILL BE
RESPONSIBLE FOR A BREACH OF THIS ARTICLE IX BY ITS AGENTS.
FOR CLARITY, EITHER
PARTY MAY DISCLOSE CONFIDENTIAL INFORMATION OF THE OTHER PARTY (A) TO REGULATORY
AUTHORITIES, TO THE EXTENT NECESSARY TO OBTAIN OR MAINTAIN INDS OR REGULATORY
APPROVALS FOR ANY LICENSED PRODUCT AS PERMITTED UNDER THIS AGREEMENT; (B) TO
OUTSIDE CONSULTANTS, SCIENTIFIC ADVISORY BOARDS, MANAGED CARE ORGANIZATIONS, AND
NON-CLINICAL AND CLINICAL INVESTIGATORS (IN EACH