RIGHTS, AND NO OTHER PERSON, CORPORATE OR OTHER
PRIVATE ENTITY, OR GOVERNMENTAL ENTITY OR SUBDIVISION THEREOF, HAS OR SHALL HAVE
ANY CLAIM OF OWNERSHIP WITH RESPECT TO THE SYNTA PATENT RIGHTS.
SYNTA HAS THE
RIGHT TO GRANT THE LICENSE GRANTED TO GSK ON THE TERMS SET FORTH HEREIN.
12.2.5
ASSIGNMENT OF RIGHTS.
SYNTA HAS OBTAINED THE ASSIGNMENT OF ALL
INTERESTS AND ALL RIGHTS OF ANY AND ALL THIRD PARTIES (INCLUDING BUT NOT LIMITED
TO EMPLOYEES) INVOLVED IN THE CREATION OF THE SYNTA TECHNOLOGY ON BEHALF OF
SYNTA, AND SYNTA HAS TAKEN REASONABLE MEASURES TO PROTECT THE CONFIDENTIALITY OF
THE SYNTA TECHNOLOGY TO THE EXTENT THAT A FAILURE TO DO SO WOULD HAVE A MATERIAL
ADVERSE EFFECT ON GSK'S ABILITY TO DEVELOP AND COMMERCIALIZE PRODUCTS AS
CONTEMPLATED BY THIS AGREEMENT.
12.2.6
NO MISAPPROPRIATION.
TO SYNTA'S KNOWLEDGE, THERE IS NO USE,
INFRINGEMENT OR MISAPPROPRIATION OF THE SYNTA TECHNOLOGY IN DEROGATION OF THE
RIGHTS GRANTED TO GSK IN THIS AGREEMENT.
12.2.7
NO INVESTIGATIONS.
TO SYNTA'S KNOWLEDGE, THERE ARE NO
INVESTIGATIONS, INQUIRIES, ACTIONS OR OTHER PROCEEDINGS PENDING BEFORE ANY
REGULATORY AUTHORITY OR OTHER GOVERNMENT AGENCY WITH RESPECT TO THE
COLLABORATION COMPOUNDS OR THE PRODUCTS.
SYNTA HAS NOT RECEIVED WRITTEN NOTICE
THREATENING ANY SUCH INVESTIGATION, INQUIRY, ACTION OR OTHER PROCEEDING.
12.2.8
COMPLIANCE WITH APPLICABLE LAWS.
THE DEVELOPMENT, TESTING,
MANUFACTURE, LABELING, STORAGE, AND DISTRIBUTION OF THE COLLABORATION COMPOUNDS
AND PRODUCTS HAVE BEEN CONDUCTED BY SYNTA AND ITS AFFILIATES AND, TO SYNTA'S
KNOWLEDGE, ITS THIRD PARTY CONTRACTORS, IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE LAWS, INCLUDING WITH RESPECT TO INVESTIGATIONAL USE, GOOD
CLINICAL PRACTICES, GLPS, GMPS, RECORD KEEPING, SECURITY AND FILING OF REPORTS;
AND NEITHER SYNTA NOR ITS AFFILIATES, AND TO SYNTA'S KNOWLEDGE, ITS THIRD PARTY
CONTRACTORS, HAVE RECEIVED ANY NOTICE IN WRITING WHICH HAVE LED SYNTA TO BELIEVE
THAT ANY OF THE REGULATORY SUBMISSIONS RELATING TO THE COLLABORATION COMPOUNDS
OR PRODUCTS ARE NOT CURRENTLY IN GOOD STANDING WITH THE FDA.
12.2.9
NO BREACH.
SYNTA HAS DISCLOSED IN WRITING TO GSK ALL LICENSES
GRANTED TO SYNTA BY THIRD PARTIES WITH RESPECT TO SYNTA PATENT RIGHTS AND SYNTA
TECHNOLOGY AND SYNTA IS NOT IN BREACH OR DEFAULT UNDER ANY SUCH AGREEMENT AND
HAS NOT RECEIVED FROM ANY LICENSOR ANY NOTICE OF BREACH OR DEFAULT.
12.2.10
ALL MATERIAL DATA.
SYNTA HAS MADE AVAILABLE TO GSK FOR ITS REVIEW A
COMPLETE AND ACCURATE RECORD OF ALL MATERIAL INFORMATION AND DATA RELATING TO
THE RESULTS OF ALL
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.
77
MATERIAL PRE-CLINICAL STUDIES AND CLINICAL TRIALS OF COLLABORATION COMPOUNDS OR
PRODUCTS CONDUCTED BY OR ON BEHALF OF SYNTA, AND ALL SUCH INFORMATION AND DATA
IS COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS.
12.2.11
[***].
THE PATENT RIGHTS AND TECHNOLOGY COVERED BY THE [***]
ARE NOT REQUIRED TO MANUFACTURE OR USE A PRODUCT COMPRISING A COLLABORATION
COMPOUND AS CONTEMPLATED BY THIS AGREEMENT.
12.3
ADDITIONAL REPRESENTATION OF