INTEREST ON A WORLDWIDE BASIS IN AND
TO ANY AND ALL GSK TECHNOLOGY AND GSK PATENT RIGHTS.
9.3
JOINT TECHNOLOGY RIGHTS.
GSK AND SYNTA SHALL JOINTLY OWN ALL
JOINT TECHNOLOGY AND JOINT PATENT RIGHTS.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN OR UNDER APPLICABLE LAWS, THE PARTIES HEREBY AGREE
THAT EITHER PARTY MAY USE OR LICENSE OR SUBLICENSE TO AFFILIATES OR THIRD
PARTIES ALL OR ANY PORTION OF ITS INTEREST IN JOINT TECHNOLOGY, JOINT PATENT
RIGHTS OR JOINTLY OWNED CONFIDENTIAL INFORMATION FOR ANY PURPOSE OTHER THAN THE
DISCOVERY, DEVELOPMENT, MANUFACTURE, USE, SALE OR IMPORTATION OF CLASS 1 COVERED
COMPOUNDS OR CLASS 2 COVERED COMPOUNDS, SUBJECT TO SECTION 8.4.4, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE OTHER PARTY, WITHOUT RESTRICTION AND WITHOUT THE
OBLIGATION TO PROVIDE COMPENSATION TO THE OTHER PARTY.
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.
62
9.4
INVENTORSHIP.
THE JPC SHALL INITIALLY DETERMINE INVENTORSHIP OF
PROGRAM TECHNOLOGY UNDER U.S. PATENT LAW.
IN CASE OF A DISPUTE AT THE JPC OVER
INVENTORSHIP AND, AS A RESULT, WHETHER ANY PARTICULAR TECHNOLOGY IS SYNTA
TECHNOLOGY, GSK TECHNOLOGY OR JOINT TECHNOLOGY, SUCH DISPUTE SHALL BE RESOLVED
ACCORDING TO U.S. PATENT LAW BY PATENT COUNSEL SELECTED BY THE JPC AND, UNLESS
OTHERWISE AGREED BY THE PARTIES, WHO (AND WHOSE FIRM) IS NOT AT THE TIME OF THE
DISPUTE, AND WAS NOT AT ANY TIME DURING THE PAST [***] ([***]) YEAR PRIOR TO
SUCH DISPUTE, PERFORMING SERVICES FOR EITHER OF THE PARTIES, AND IF SUCH PATENT
COUNSEL (AND FIRM) HAVE PERFORMED SERVICES FOR EITHER PARTY IN THE PREVIOUS
[***] ([***]) YEARS, SUCH PARTY WILL INFORM THE OTHER OF THE NATURE OF SUCH
SERVICES.
EXPENSES OF SUCH PATENT COUNSEL SHALL BE SHARED EQUALLY BY THE
PARTIES.
10.
FILING, PROSECUTION AND MAINTENANCE OF PATENT RIGHTS
10.1
PATENT FILING, PROSECUTION AND MAINTENANCE.
10.1.1
SYNTA PROSECUTION RIGHTS.
SUBJECT TO SECTION 10.1.3, SYNTA, ACTING
THROUGH PATENT COUNSEL OR AGENTS OF ITS CHOICE, SHALL BE SOLELY RESPONSIBLE FOR
THE PREPARATION, FILING, PROSECUTION AND MAINTENANCE OF THE SYNTA PATENT RIGHTS
AND JOINT PATENT RIGHTS.
GSK SHALL COOPERATE WITH AND ASSIST SYNTA IN ALL
REASONABLE RESPECTS, IN CONNECTION WITH SYNTA'S PREPARATION, FILING, PROSECUTION
(INCLUDING REVIEW AND COMMENTS REGARDING RESPONSES TO OFFICE ACTIONS AND/OR
OFFICIAL ACTIONS FROM WORLDWIDE PATENT OFFICES) AND MAINTENANCE OF SYNTA PATENT
RIGHTS AND JOINT PATENT RIGHTS.
THE COSTS AND EXPENSES INCURRED BY SYNTA IN
CONNECTION WITH THE PREPARATION, FILING, PROSECUTION AND MAINTENANCE OF SYNTA
PATENT RIGHTS AND JOINT 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 SYNTA PATENT
RIGHTS OR JOINT PATENT RIGHTS IS A ROYALTY-BEARING PRODUCT IN THE
ROYALTY-BEARING TERRITORY) AND SHALL BE [***] IF THE PRODUCT COVERED BY SUCH
SYNTA PATENT RIGHTS OR JOINT PATENT