RIGHTS IS A CO-COMMERCIALIZED PRODUCT IN THE
CO-COMMERCIALIZATION TERRITORY.
10.1.2
GSK PROSECUTION RIGHTS.
GSK, ACTING THROUGH PATENT COUNSEL OR
AGENTS OF ITS CHOICE, SHALL BE RESPONSIBLE FOR THE PREPARATION, FILING,
PROSECUTION AND MAINTENANCE OF ALL GSK PATENT RIGHTS.
AT GSK'S REQUEST, SUBJECT
TO SECTION 10.1.3, SYNTA SHALL COOPERATE WITH AND ASSIST GSK IN ALL REASONABLE
RESPECTS, IN CONNECTION WITH GSK'S PREPARATION, FILING, PROSECUTION AND
MAINTENANCE OF GSK PATENT RIGHTS.
THE COSTS AND EXPENSES INCURRED BY GSK IN
CONNECTION WITH THE PREPARATION, FILING, PROSECUTION AND MAINTENANCE OF GSK
PATENT RIGHTS WITH RESPECT TO A PRODUCT SHALL BE DEVELOPMENT COSTS UNTIL
COMMERCIALIZATION REGULATORY APPROVAL IS OBTAINED WITH RESPECT TO SUCH PRODUCT,
THEREAFTER SUCH COSTS WILL BE BORNE [***] BY [***] IN THE ROYALTY-BEARING
TERRITORY (IF THE PRODUCT COVERED BY SUCH GSK PATENT RIGHTS IS A ROYALTY-BEARING
PRODUCT IN THE ROYALTY-BEARING TERRITORY) AND SHALL BE [***] IF THE PRODUCT
COVERED BY SUCH GSK PATENT RIGHTS IS A CO-COMMERCIALIZED PRODUCT IN THE
CO-COMMERCIALIZATION TERRITORY.
10.1.3
INFORMATION AND COOPERATION.
EACH FILING PARTY SHALL (A) PROMPTLY
NOTIFY THE OTHER PARTY, THROUGH THE JPC, OF ANY PROGRAM TECHNOLOGY AND THE JPC
SHALL DISCUSS THE FILING OF ANY PATENT APPLICATION WITH RESPECT THERETO;
(B) REGULARLY PROVIDE THE OTHER PARTY WITH COPIES OF ALL PATENT APPLICATIONS
FILED HEREUNDER FOR ANY PROGRAM TECHNOLOGY AND OTHER MATERIAL
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.
63
SUBMISSIONS AND CORRESPONDENCE WITH THE PATENT OFFICES, IN SUFFICIENT TIME TO
ALLOW FOR REVIEW AND COMMENT BY THE OTHER PARTY; PROVIDED, THAT SYNTA SHALL
CONSIDER IN GOOD FAITH ALL COMMENTS OF GSK WITH RESPECT TO THE SYNTA PATENT
RIGHTS AND SHALL INCLUDE ALL OF GSK'S COMMENTS WITH RESPECT TO THE [***] AND
[***] UNLESS OTHERWISE AGREED BY THE JPC; (C) PROVIDE THE OTHER PARTY AND ITS
PATENT COUNSEL WITH AN OPPORTUNITY TO CONSULT WITH THE PARTY AND ITS PATENT
COUNSEL REGARDING THE FILING AND CONTENTS OF ANY SUCH APPLICATION, AMENDMENT,
SUBMISSION OR RESPONSE, AND THE ADVICE AND SUGGESTIONS OF THE OTHER PARTY AND
ITS PATENT COUNSEL SHALL BE TAKEN INTO CONSIDERATION IN GOOD FAITH BY SUCH PARTY
AND ITS PATENT COUNSEL IN CONNECTION WITH SUCH FILING; AND (D) EXECUTE ANY
DOCUMENTS THAT MAY BE NECESSARY TO PERFECT THE FILING PARTY'S RIGHTS IN AND TO
ANY PROGRAM TECHNOLOGY AND, IN THE EVENT THAT THE FILING PARTY IS UNABLE FOR ANY
REASON TO SECURE THE SIGNATURE OF THE OTHER PARTY TO ANY LAWFUL AND NECESSARY
DOCUMENT REQUIRED TO PERFECT ITS RIGHTS IN AND TO ANY SUCH PROGRAM TECHNOLOGY,
THE OTHER PARTY HEREBY DESIGNATES THE FILING PARTY AS ITS AGENT, AND HEREBY
GRANTS TO THE FILING PARTY A POWER OF ATTORNEY WITH FULL POWER OF SUBSTITUTION,
WHICH POWER OF ATTORNEY SHALL BE DEEMED COUPLED WITH AN INTEREST, FOR THE SOLE
PURPOSE OF EFFECTING THE FOREGOING.
EACH FILING PARTY SHALL PURSUE IN GOOD
FAITH ALL REASONABLE CLAIMS REQUESTED BY THE OTHER