BY APPLICABLE LAWS (WHICH SHALL BE DETERMINED BY THE DISCLOSING PARTY IN ITS
REASONABLE DISCRETION); PROVIDED, THAT, IN THE CASE OF ANY DISCLOSURE UNDER THIS
CLAUSE (B), THE DISCLOSING PARTY SHALL (1) IF PRACTICABLE, PROVIDE THE OTHER
PARTY WITH REASONABLE ADVANCE NOTICE OF AND AN OPPORTUNITY TO COMMENT ON ANY
SUCH REQUIRED DISCLOSURE AND (2) IF REQUESTED BY THE OTHER PARTY, COOPERATE IN
ALL REASONABLE RESPECTS WITH THE OTHER PARTY'S EFFORTS TO OBTAIN
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.
56
CONFIDENTIAL TREATMENT OR A PROTECTIVE ORDER WITH RESPECT TO ANY SUCH
DISCLOSURE, AT THE OTHER PARTY'S EXPENSE.
7.1.3
EMPLOYEES AND CONSULTANTS.
SYNTA AND GSK EACH HEREBY REPRESENTS
THAT ALL OF ITS EMPLOYEES AND CONSULTANTS, AND ALL OF THE EMPLOYEES AND
CONSULTANTS OF ITS AFFILIATES, WHO HAVE ACCESS TO CONFIDENTIAL INFORMATION OF
THE OTHER PARTY ARE OR WILL BE BOUND, PRIOR TO THEIR PARTICIPATION OR ACCESS, BY
WRITTEN OBLIGATIONS TO MAINTAIN SUCH CONFIDENTIAL INFORMATION IN CONFIDENCE.
EACH PARTY AGREES TO USE, AND TO CAUSE ITS AFFILIATES TO USE, REASONABLE EFFORTS
TO ENFORCE SUCH OBLIGATIONS AND TO PROHIBIT ITS EMPLOYEES AND CONSULTANTS FROM
USING SUCH INFORMATION EXCEPT AS EXPRESSLY PERMITTED HEREUNDER.
EACH PARTY WILL
BE LIABLE TO THE OTHER FOR ANY DISCLOSURE OR MISUSE BY ITS EMPLOYEES OF
CONFIDENTIAL INFORMATION OF THE OTHER PARTY.
7.2
PUBLICITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
SECTION 7.1, THE PARTIES, UPON THE EXECUTION OF THIS AGREEMENT, SHALL JOINTLY
ISSUE A PRESS RELEASE WITH RESPECT TO THIS AGREEMENT IN THE FORM ATTACHED HERETO
AS SCHEDULE 5, AND EITHER PARTY MAY MAKE SUBSEQUENT PUBLIC DISCLOSURES OF THE
CONTENTS OF SUCH PRESS RELEASE WITHOUT FURTHER APPROVAL OF THE OTHER PARTY.
AFTER ISSUANCE OF SUCH PRESS RELEASE, EXCEPT AS REQUIRED BY APPLICABLE LAWS
(INCLUDING THOSE RELATING TO DISCLOSURE OF MATERIAL INFORMATION TO INVESTORS),
NEITHER PARTY SHALL ISSUE A PRESS OR NEWS RELEASE OR MAKE ANY SIMILAR PUBLIC
ANNOUNCEMENT (IT BEING UNDERSTOOD THAT PUBLICATION IN SCIENTIFIC JOURNALS,
PRESENTATION AT SCIENTIFIC CONFERENCES AND MEETINGS AND THE LIKE ARE INTENDED TO
BE COVERED BY SECTION 7.3 AND NOT SUBJECT TO THIS SECTION 7.2) RELATED TO THE
DEVELOPMENT PROGRAM WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, AND
SHALL PROVIDE SUCH OTHER PARTY WITH A COPY OF THE PROPOSED PRESS OR NEWS RELEASE
OR SIMILAR PUBLIC ANNOUNCEMENT FOR REVIEW IN ADVANCE; PROVIDED, THAT
NOTWITHSTANDING THE FOREGOING, EITHER PARTY SHALL BE EXPRESSLY PERMITTED TO
PUBLICLY ANNOUNCE THE PRESENTATION OF DATA PURSUANT TO SECTION 7.3 WITH RESPECT
TO COLLABORATION COMPOUNDS AT ANY SCIENTIFIC OR MEDICAL MEETING OR CONFERENCE,
THE INITIATION OR COMPLETION OF ANY CLINICAL TRIAL WITH RESPECT TO A
COLLABORATION COMPOUND, THE OCCURRENCE OF ANY MILESTONE EVENT AND, IF DETERMINED
BY SYNTA TO BE MATERIAL TO SYNTA, THE AMOUNT OF ANY MILESTONE PAYMENT UNDER
SECTION 6.4.1 AND ANY OTHER EVENT THAT SUCH PARTY REASONABLY BELIEVES IS
MATERIAL TO IT AND THE OTHER PARTY SHALL