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.
55
Reuters/Bloomberg and if changed, GSK will notify SYNTA of the revised method in
advance of it being applied.
6.11
INVOICES.
ALL INVOICES PROVIDED TO GSK HEREUNDER SHOULD INCLUDE
THE PAYEE'S BANK DETAILS AND SYNTA'S CONTACT NAME FOR ISSUE RESOLUTION, AND BE
SENT TO CORPORATE ACCOUNTING AND LICENSING AT GSK.
ADDITIONAL DETAILS REGARDING
THE METHOD OF SENDING INVOICES TO GSK, CONTACT NAMES AND ADDRESSES WILL BE
PROVIDED TO SYNTA BY GSK PROMPTLY AFTER THE EXECUTION DATE.
7.
TREATMENT OF CONFIDENTIAL INFORMATION; PUBLICITY.
7.1
CONFIDENTIALITY.
7.1.1
CONFIDENTIALITY OBLIGATIONS.
SYNTA AND GSK EACH RECOGNIZES THAT
THE OTHER PARTY'S CONFIDENTIAL INFORMATION CONSTITUTES HIGHLY VALUABLE ASSETS OF
SUCH OTHER PARTY.
SYNTA AND GSK EACH AGREES THAT, SUBJECT TO SECTIONS 7.1.2 AND
9.3, (I) IT WILL NOT DISCLOSE, AND WILL CAUSE ITS AFFILIATES AND SUBLICENSEES
NOT TO DISCLOSE, ANY CONFIDENTIAL INFORMATION OF THE OTHER PARTY AND (II) IT
WILL NOT USE, AND WILL CAUSE ITS AFFILIATES AND SUBLICENSEES NOT TO USE, ANY
CONFIDENTIAL INFORMATION OF THE OTHER PARTY EXCEPT AS EXPRESSLY PERMITTED
HEREUNDER; PROVIDED, THAT, SUCH OBLIGATIONS SHALL APPLY DURING THE TERM AND FOR
AN ADDITIONAL [***] YEARS THEREAFTER.
7.1.2
LIMITED DISCLOSURE.
SYNTA AND GSK EACH AGREES THAT DISCLOSURE OF
ITS CONFIDENTIAL INFORMATION MAY BE MADE BY THE OTHER PARTY TO ANY EMPLOYEE,
CONSULTANT OR AFFILIATE OF SUCH OTHER PARTY OR THIRD PARTY SUBCONTRACTOR ENGAGED
BY A PARTY PURSUANT TO SECTION 8.2.1 TO ENABLE SUCH OTHER PARTY TO EXERCISE ITS
RIGHTS OR TO CARRY OUT ITS RESPONSIBILITIES UNDER THIS AGREEMENT; PROVIDED,
THAT, ANY SUCH DISCLOSURE OR TRANSFER SHALL ONLY BE MADE TO SUCH EMPLOYEES,
CONSULTANTS, AFFILIATES OR THIRD PARTY SUBCONTRACTORS WHO ARE BOUND BY WRITTEN
OBLIGATIONS OF CONFIDENTIALITY AS DESCRIBED IN SECTION 7.1.3.
IN ADDITION,
SYNTA AND GSK EACH AGREES THAT THE OTHER PARTY MAY DISCLOSE ITS CONFIDENTIAL
INFORMATION, PURSUANT TO WRITTEN OBLIGATIONS OF CONFIDENTIALITY AS DESCRIBED IN
SECTION 7.1.3, (A) TO ITS LICENSEES AS EXPRESSLY PERMITTED PURSUANT TO
SECTION 8.2 HEREOF, (B) ON A NEED-TO-KNOW BASIS TO SUCH OTHER PARTY'S LEGAL AND
FINANCIAL ADVISORS, (C) AS REASONABLY NECESSARY IN CONNECTION WITH AN ACTUAL OR
POTENTIAL (I) PERMITTED SUBLICENSE OF SUCH OTHER PARTY'S RIGHTS HEREUNDER,
(II) DEBT OR EQUITY FINANCING OF SUCH OTHER PARTY OR (III) MERGER, ACQUISITION,
CONSOLIDATION, SHARE EXCHANGE OR OTHER SIMILAR TRANSACTION INVOLVING SUCH PARTY
AND ANY THIRD PARTY AND (D) TO ANY THIRD PARTY THAT IS OR MAY BE ENGAGED BY A
PARTY TO PERFORM SERVICES IN CONNECTION WITH THE DEVELOPMENT PROGRAM, THE SYNTA
CO-COMMERCIALIZATION ACTIVITIES, THE GSK CO-COMMERCIALIZATION ACTIVITIES OR THE
COMMERCIALIZATION OF PRODUCTS AS NECESSARY TO ENABLE SUCH THIRD PARTY TO PERFORM
SUCH SERVICES.
IN ADDITION, EACH PARTY AGREES THAT THE OTHER PARTY MAY DISCLOSE
SUCH PARTY'S CONFIDENTIAL INFORMATION (A) AS REASONABLY NECESSARY TO FILE,
PROSECUTE OR MAINTAIN PATENT RIGHTS, OR TO FILE, PROSECUTE OR DEFEND LITIGATION
RELATED TO PATENT RIGHTS, IN ACCORDANCE WITH THIS AGREEMENT; OR (B) AS REQUIRED