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.
45
PURPOSES, AND (B) THE RECEIVING PARTY MAY RETAIN ONE COPY OF THE DISCLOSING
PARTY'S CONFIDENTIAL INFORMATION SOLELY TO THE EXTENT NECESSARY TO EXERCISE THE
RIGHTS AND LICENSES OF THE RECEIVING PARTY EXPRESSLY SURVIVING EXPIRATION OR
TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING THE RETURN OR DESTRUCTION OF THE
DISCLOSING PARTY'S CONFIDENTIAL INFORMATION, THE RECEIVING PARTY SHALL CONTINUE
TO BE BOUND BY ITS OBLIGATIONS OF CONFIDENTIALITY AND OTHER OBLIGATIONS UNDER
THIS ARTICLE IX.
ARTICLE X -REPRESENTATIONS, WARRANTIES AND COVENANTS
10.1.
MUTUAL REPRESENTATIONS.
EACH PARTY HEREBY
REPRESENTS AND WARRANTS TO THE OTHER PARTY AS OF THE EXECUTION DATE AS FOLLOWS:
10.1.1.
IT IS DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS
OF ITS JURISDICTION OF INCORPORATION AND HAS THE CORPORATE POWER AND AUTHORITY
TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER.
10.1.2.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT
BY SUCH PARTY HAS BEEN DULY AND VALIDLY AUTHORIZED AND APPROVED BY PROPER
CORPORATE ACTION ON THE PART OF SUCH PARTY.
IT HAS TAKEN ALL OTHER ACTION
REQUIRED BY APPLICABLE LAW, ITS CERTIFICATE OF INCORPORATION OR BY-LAWS OR ANY
AGREEMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ITS ASSETS ARE BOUND, TO
AUTHORIZE SUCH EXECUTION, DELIVERY AND PERFORMANCE.
ASSUMING DUE AUTHORIZATION,
EXECUTION AND DELIVERY ON THE PART OF THE OTHER PARTY, THIS AGREEMENT
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTY.
10.1.3.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND THE
PERFORMANCE OF THIS AS CONTEMPLATED HEREUNDER, BY SUCH PARTY WILL NOT VIOLATE
ANY APPLICABLE LAW.
10.1.4.
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT NOR
THE PERFORMANCE HEREOF BY SUCH PARTY REQUIRES SUCH PARTY TO OBTAIN ANY PERMIT,
AUTHORIZATION OR CONSENT FROM ANY GOVERNMENTAL AUTHORITY OR FROM ANY OTHER
PERSON, AND SUCH EXECUTION, DELIVERY AND PERFORMANCE BY SUCH PARTY WILL NOT
RESULT IN THE BREACH OF OR GIVE RISE TO ANY CONFLICT, TERMINATION OF,
RESCISSION, RENEGOTIATION OR ACCELERATION UNDER OR TRIGGER ANY OTHER RIGHTS
UNDER ANY AGREEMENT OR CONTRACT TO WHICH SUCH PARTY MAY BE A PARTY EXISTING AS
OF THE EXECUTION DATE, EXCEPT ANY THAT WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO ADVERSELY AFFECT THE OTHER PARTY'S RIGHTS
UNDER THIS AGREEMENT OR THE ABILITY OF SUCH PARTY TO PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT.
10.2.
SYNTA'S REPRESENTATIONS.
SYNTA HEREBY REPRESENTS
AND WARRANTS TO ROCHE AS OF THE EXECUTION DATE AS FOLLOWS:
10.2.1.
TO SYNTA'S KNOWLEDGE, SYNTA HAS NOT, UP THROUGH AND
INCLUDING THE EXECUTION DATE, INTENTIONALLY WITHHELD ANY MATERIAL INFORMATION
REQUESTED BY ROCHE IN CONNECTION WITH ROCHE'S DUE DILIGENCE RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT AND THE UNDERLYING TRANSACTION, AND, WHEN
PROVIDED, THE INFORMATION RELATED TO COLLABORATION COMPOUNDS THAT SYNTA PROVIDED
TO ROCHE PRIOR TO THE EXECUTION DATE WAS UP-TO-DATE, TIMELY AND ACCURATE IN ALL
MATERIAL RESPECTS.
Portions of this Exhibit were omitted and have been filed