THEM, AS A DIRECT RESULT OF CLAIMS ARISING
OUT OF THE MANUFACTURE, USE OR SALE BY SYNTA OR ANY OF ITS AFFILIATES,
SUBLICENSEES, DISTRIBUTORS OR AGENTS OF ANY PRODUCT, EXCEPT WITH RESPECT TO ANY
CLAIM OR LOSSES THAT RESULT FROM A BREACH OF THIS AGREEMENT (INCLUDING WITHOUT
LIMITATION ANY REPRESENTATION OR WARRANTY MADE PURSUANT TO ARTICLE 12) BY, OR
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF, GSK.
13.3
CONDITIONS TO INDEMNIFICATION.
A PERSON SEEKING RECOVERY UNDER
THIS ARTICLE 13 (THE "INDEMNIFIED PARTY") IN RESPECT OF A CLAIM SHALL GIVE
PROMPT NOTICE OF SUCH CLAIM TO THE PARTY FROM WHICH INDEMNIFICATION IS SOUGHT
(THE "INDEMNIFYING PARTY"); PROVIDED, THAT, THE INDEMNIFYING PARTY IS NOT
CONTESTING ITS OBLIGATION UNDER THIS ARTICLE 13, SHALL PERMIT THE INDEMNIFYING
PARTY TO CONTROL ANY LITIGATION RELATING TO SUCH CLAIM AND THE DISPOSITION OF
SUCH CLAIM; PROVIDED, THAT, THE INDEMNIFYING PARTY SHALL (A) ACT REASONABLY AND
IN GOOD FAITH WITH RESPECT TO ALL MATTERS RELATING TO THE SETTLEMENT OR
DISPOSITION OF SUCH CLAIM AS THE SETTLEMENT OR DISPOSITION RELATES TO SUCH
INDEMNIFIED PARTY AND (B) NOT SETTLE OR OTHERWISE RESOLVE SUCH CLAIM WITHOUT THE
PRIOR WRITTEN CONSENT OF SUCH INDEMNIFIED PARTY (WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD, CONDITIONED OR DELAYED).
EACH INDEMNIFIED PARTY SHALL
COOPERATE WITH THE INDEMNIFYING PARTY IN ITS DEFENSE OF ANY SUCH CLAIM IN ALL
REASONABLE RESPECTS AND SHALL HAVE THE RIGHT TO BE PRESENT IN PERSON OR THROUGH
COUNSEL AT ALL LEGAL PROCEEDINGS WITH RESPECT TO SUCH CLAIM.
13.4
INSURANCE.
NOT LATER THAN THIRTY (30) DAYS BEFORE THE DATE ON
WHICH GSK OR ANY AFFILIATE OR SUBLICENSEE OF GSK, OR SYNTA OR ANY AFFILIATE OR
SUBLICENSEE OF SYNTA SHALL, ON A COMMERCIAL BASIS, MAKE, USE, OR SELL ANY
PRODUCTS, AND AT ALL TIMES THEREAFTER UNTIL THE EXPIRATION OF ALL APPLICABLE
STATUTES OF LIMITATION PERTAINING TO ANY SUCH MANUFACTURE, MARKETING,
POSSESSION, USE, SALE OF OTHER DISPOSITION OF ANY PRODUCTS, GSK WILL, AT ITS
EXPENSE, AND SYNTA WILL, AT ITS EXPENSE, WITH RESPECT TO CO-COMMERCIALIZED
PRODUCTS, OBTAIN AND MAINTAIN IN FULL FORCE AND EFFECT, COMPREHENSIVE GENERAL
LIABILITY INSURANCE, INCLUDING PRODUCT LIABILITY INSURANCE AND CLINICAL TRIAL
INSURANCE WITH A MINIMUM COVERAGE OF $[***] PER OCCURRENCE AND $[***] ANNUAL
AGGREGATE.
SUCH INSURANCE SHALL NAME THE OTHER PARTY AS AN ADDITIONAL INSURED
AND SHALL PROVIDE FOR AT LEAST [***] DAYS' NOTICE TO THE OTHER PARTY OF ANY
CANCELLATION OR TERMINATION.
NOTWITHSTANDING THE FOREGOING, GSK MAY ELECT TO
SELF-INSURE WITH RESPECT TO ANY INSURANCE COVERAGE IT IS REQUIRED TO OBTAIN
HEREUNDER AS PART OF A COMPREHENSIVE SELF-INSURANCE PROGRAM ADOPTED BY GSK.
13.5
WARRANTY DISCLAIMER.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY WITH RESPECT TO ANY TECHNOLOGY,
GOODS, SERVICES, RIGHTS OR OTHER SUBJECT MATTER
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.
79
OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED,