TIMES TO REQUIRE PERFORMANCE OF ANY PROVISIONS SHALL IN NO
MANNER AFFECT THE RIGHTS AT A LATER TIME TO ENFORCE THE SAME.
NO WAIVER BY
EITHER PARTY OF ANY CONDITION OR OF THE BREACH OF ANY TERM CONTAINED IN THIS
AGREEMENT, WHETHER BY CONDUCT, OR OTHERWISE, IN ANY ONE OR MORE INSTANCES, SHALL
BE DEEMED TO BE, OR CONSIDERED AS, A FURTHER OR CONTINUING WAIVER OF ANY SUCH
CONDITION OR OF THE BREACH OF SUCH TERM OR ANY OTHER TERM OF THIS AGREEMENT.
14.8
NO THIRD PARTY BENEFICIARIES.
EXCEPT AS SET FORTH IN SECTIONS 13.1
AND 13.2, NO THIRD PARTY (INCLUDING, WITHOUT LIMITATION, EMPLOYEES OF EITHER
PARTY) SHALL HAVE OR ACQUIRE ANY RIGHTS BY REASON OF THIS AGREEMENT.
14.9
PURPOSES AND SCOPE.
THE PARTIES HERETO UNDERSTAND AND AGREE THAT
THIS COLLABORATION IS LIMITED TO THE ACTIVITIES, RIGHTS AND OBLIGATIONS AS SET
FORTH IN THIS AGREEMENT AND THE STOCK PURCHASE AGREEMENT, AND AS AGREED BY THE
PARTIES PURSUANT TO A WRITTEN DOCUMENT
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.
83
EXECUTED BY THE PARTIES SPECIFICALLY REFERENCING THIS AGREEMENT.
NOTHING IN
THIS AGREEMENT SHALL BE CONSTRUED (A) TO CREATE OR IMPLY A GENERAL PARTNERSHIP
BETWEEN THE PARTIES, (B) TO MAKE EITHER PARTY THE AGENT OF THE OTHER FOR ANY
PURPOSE, (C) TO ALTER, AMEND, SUPERSEDE OR VITIATE ANY OTHER ARRANGEMENTS
BETWEEN THE PARTIES WITH RESPECT TO ANY SUBJECT MATTERS NOT COVERED HEREUNDER,
(D) TO GIVE EITHER PARTY THE RIGHT TO BIND THE OTHER, (E) TO CREATE ANY DUTIES
OR OBLIGATIONS BETWEEN THE PARTIES EXCEPT AS EXPRESSLY SET FORTH HEREIN, OR
(F) TO GRANT ANY DIRECT OR IMPLIED LICENSES OR ANY OTHER RIGHT OTHER THAN AS
EXPRESSLY SET FORTH HEREIN.
14.10
ASSIGNMENT AND SUCCESSORS.
NEITHER THIS AGREEMENT NOR ANY
OBLIGATION OF A PARTY HEREUNDER MAY BE ASSIGNED BY EITHER PARTY WITHOUT THE
CONSENT OF THE OTHER WHICH SHALL NOT BE UNREASONABLY WITHHELD, EXCEPT THAT EACH
PARTY MAY ASSIGN THIS AGREEMENT AND THE RIGHTS, OBLIGATIONS AND INTERESTS OF
SUCH PARTY, (A) IN WHOLE OR IN PART, TO ANY OF ITS AFFILIATES, OR (B) IN WHOLE,
BUT NOT IN PART, TO ANY PURCHASER OF ALL OF ITS ASSETS OR ALL OF ITS ASSETS TO
WHICH THIS AGREEMENT RELATES OR SHARES REPRESENTING A MAJORITY OF ITS COMMON
STOCK VOTING RIGHTS OR TO ANY SUCCESSOR CORPORATION RESULTING FROM ANY MERGER,
CONSOLIDATION, SHARE EXCHANGE OR OTHER SIMILAR TRANSACTION.
NOTWITHSTANDING THE
FOREGOING, IF SYNTA ENTERS INTO AN AGREEMENT THAT RESULTS OR, IF THE TRANSACTION
CONTEMPLATED THEREBY IS COMPLETED, WOULD RESULT, IN A CHANGE OF CONTROL, SYNTA
SHALL PROVIDE GSK WITH PROMPT WRITTEN NOTICE DESCRIBING SUCH CHANGE OF CONTROL
IN REASONABLE DETAIL (THE "CHANGE OF CONTROL NOTICE").
THE CHANGE OF CONTROL
NOTICE SHALL BE PROVIDED BY SYNTA PRIOR TO EXECUTION OF SUCH AGREEMENT, IF
PERMITTED UNDER APPLICABLE LAWS AND NOT PROHIBITED BY THE TERMS OF ANY AGREEMENT
BETWEEN SYNTA AND ANY