TAKEN IN
REASONABLE DETAIL.
DRAFTS OF THE MINUTES SHALL BE PREPARED AND CIRCULATED TO
THE MEMBERS OF THE JPC WITHIN A REASONABLE TIME AFTER THE MEETING, NOT TO EXCEED
[***] BUSINESS DAYS.
EACH MEMBER OF THE JPC SHALL HAVE THE OPPORTUNITY TO
PROVIDE COMMENTS ON THE DRAFT MINUTES.
FINAL MINUTES OF EACH MEETING, IF TAKEN
AT SUCH MEETING, SHALL BE APPROVED AS THE FIRST ORDER OF BUSINESS AT THE
SUBSEQUENT JPC MEETING.
(D)
EXPENSES.
SYNTA AND GSK SHALL EACH BEAR ALL EXPENSES OF THEIR
RESPECTIVE JPC REPRESENTATIVES RELATED TO THEIR PARTICIPATION ON THE JPC AND
ATTENDANCE AT JPC MEETINGS AND SUCH EXPENSES SHALL NOT BE DEVELOPMENT COSTS AND
COMMERCIALIZATION EXPENSES FOR PURPOSES OF THIS AGREEMENT.
2.5.4
RESPONSIBILITIES.
SUBJECT TO ARTICLE 10, THE JPC SHALL BE
RESPONSIBLE FOR DEVELOPING A STRATEGY TO PROTECT PROGRAM TECHNOLOGY AND TO
DEVELOP AND COORDINATE STRATEGY WITH RESPECT TO THE IF, FILING, MAINTENANCE,
PROSECUTION, ENFORCEMENT AND DEFENSE OF SYNTA PATENT RIGHTS, JOINT PATENT RIGHTS
AND GSK PATENT RIGHTS.
2.5.5
DISPUTE RESOLUTION.
THE JPC MEMBERS SHALL USE REASONABLE EFFORTS
TO REACH AGREEMENT ON ANY AND ALL MATTERS.
IN THE EVENT THAT, DESPITE SUCH
REASONABLE EFFORTS, AGREEMENT ON A PARTICULAR MATTER CANNOT BE REACHED BY THE
JPC WITHIN [***] DAYS AFTER THE JPC FIRST MEETS TO CONSIDER SUCH MATTER, THEN
THE MATTER SHALL BE DECIDED BY THE PARTY WHO HAS RESPONSIBILITY FOR SUCH MATTER
IN ACCORDANCE WITH ARTICLES 9 AND 10 OF THIS AGREEMENT.
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.
31
NOTWITHSTANDING THE FOREGOING, DISPUTES RELATED TO (A) THE [***] OF THE CLASS 1
AND CLASS 2 PATENTS, OR (B) THE ENFORCEMENT AND DEFENSE OF (I) THE SYNTA PATENT
RIGHTS DERIVED FROM THE [***] FROM WHICH THE [***] WERE DERIVED, (II) ANY OF THE
[***] WITH RESPECT TO THE PRODUCTS AND (III) [***] SHALL BE [***] SELECTED BY
THE JPC AND, UNLESS OTHERWISE AGREED BY THE PARTIES, [***] WAS NOT AT ANY TIME
DURING THE PAST [***] PRIOR TO SUCH DISPUTE, [***] FOR EITHER OF THE PARTIES,
AND IF SUCH [***] FOR EITHER PARTY IN THE PREVIOUS [***] YEARS, SUCH PARTY WILL
INFORM THE OTHER OF THE NATURE OF SUCH [***].
ANY FINAL DECISION REGARDING
(A) ABOVE WILL BE A [***] BASED UPON SUCH [***], AND ANY FINAL DECISION
REGARDING (B) ABOVE WILL BE A [***] BASED UPON SUCH [***].
2.6
INTERESTS OF THE PARTIES, LIMITATIONS OF POWERS.
ALL DECISIONS
MADE AND ALL ACTIONS TAKEN BY THE JSC, THE JDC, THE JCC, THE JPC, THE
PUBLICATION COMMITTEE OR THE OFFICERS OF THE PARTIES PURSUANT TO SECTION 2.1.5
SHALL BE MADE OR TAKEN WITH DUE INTEREST OF BOTH PARTIES CONSIDERED IN GOOD
FAITH.
THE JSC, THE JDC, THE JCC, THE JPC, THE PUBLICATION COMMITTEE, THE
ALLIANCE MANAGERS AND ANY OTHER COMMITTEES ESTABLISHED PURSUANT TO THIS
AGREEMENT OR AS DETERMINED BY THE FOREGOING COMMITTEES, WILL HAVE ONLY SUCH
POWERS AS