WHERE SO REQUIRED,
PROVIDED THAT SUCH PARTY SHALL, TO THE EXTENT PRACTICABLE AND PERMITTED BY
APPLICABLE LAW, NOTIFY THE OTHER PARTY AND ALLOW THE OTHER PARTY TO COMMENT ON
THE PROPOSED DISCLOSURE, WHICH COMMENTS SHALL BE CONSIDERED BY THE DISCLOSING
PARTY IN GOOD FAITH; (C) A PARTY MAY DISCLOSE THE EXISTENCE AND TERMS OF THIS
AGREEMENT UNDER OBLIGATIONS OF CONFIDENTIALITY TO BONA FIDE POTENTIAL OR ACTUAL
ADVISORS, CONSULTANTS, INVESTORS, LENDERS, INVESTMENT BANKERS OR OTHER POTENTIAL
FINANCIAL PARTNERS IN CONNECTION WITH SUCH PARTY'S PROPOSED FINANCING OR
BUSINESS COMBINATION ACTIVITIES; AND (D) A PARTY MAY DISCLOSE THE TERMS AND
EXISTENCE OF THIS AGREEMENT TO BONA FIDE POTENTIAL OR ACTUAL SUBLICENSEES, AS
REASONABLY NECESSARY IN CONNECTION WITH A PERMITTED SUBLICENSE UNDER THE
LICENSES GRANTED IN THIS AGREEMENT.
14.12.
THIRD PARTY BENEFICIARIES.
NONE OF THE PROVISIONS OF THIS AGREEMENT
SHALL BE FOR THE BENEFIT OF OR ENFORCEABLE BY ANY THIRD PARTY OTHER THAN AN
INDEMNITEE UNDER ARTICLE XI.
NO SUCH THIRD PARTY SHALL OBTAIN ANY RIGHT UNDER
ANY PROVISION OF THIS AGREEMENT OR SHALL BY REASON OF ANY SUCH PROVISION MAKE
ANY CLAIM IN RESPECT OF ANY DEBT, LIABILITY OR OBLIGATION (OR OTHERWISE) AGAINST
EITHER PARTY.
14.13.
RELATIONSHIP OF THE PARTIES.
EACH PARTY SHALL BEAR ITS OWN COSTS
INCURRED IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER WITHOUT CHARGE OR
EXPENSE TO THE OTHER, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
NEITHER
PARTY SHALL HAVE ANY RESPONSIBILITY FOR THE HIRING, TERMINATION OR COMPENSATION
OF THE OTHER PARTY'S EMPLOYEES OR FOR ANY EMPLOYEE COMPENSATION OR BENEFITS OF
THE OTHER PARTY'S EMPLOYEES.
NO EMPLOYEE OR REPRESENTATIVE OF A PARTY SHALL
HAVE ANY AUTHORITY TO BIND OR OBLIGATE THE OTHER PARTY FOR ANY SUM OR IN ANY
MANNER WHATSOEVER, OR TO CREATE OR IMPOSE ANY CONTRACTUAL OR OTHER LIABILITY ON
THE OTHER PARTY WITHOUT SUCH OTHER PARTY'S APPROVAL.
FOR ALL PURPOSES, AND
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE LEGAL
RELATIONSHIP UNDER THIS AGREEMENT OF EACH PARTY TO THE OTHER PARTY SHALL BE THAT
OF INDEPENDENT CONTRACTOR.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO
ESTABLISH A RELATIONSHIP OF PARTNERS OR JOINT VENTURERS BETWEEN THE PARTIES.
14.14.
PERFORMANCE BY AFFILIATES.
EITHER PARTY MAY USE ONE OR MORE OF ITS
AFFILIATES TO PERFORM ITS OBLIGATIONS AND DUTIES HEREUNDER AND AFFILIATES OF A
PARTY ARE EXPRESSLY GRANTED CERTAIN RIGHTS HEREIN; PROVIDED, THAT EACH SUCH
AFFILIATE SHALL BE BOUND BY THE CORRESPONDING OBLIGATIONS OF SUCH PARTY AND THE
RELEVANT PARTY SHALL REMAIN LIABLE HEREUNDER FOR THE PROMPT PAYMENT AND
PERFORMANCE OF ALL THEIR RESPECTIVE OBLIGATIONS HEREUNDER.
ROCHE BASEL AND
ROCHE NUTLEY SHALL BE JOINTLY AND SEVERALLY LIABLE TO SYNTA FOR ANY OBLIGATIONS
OWED HEREUNDER BY ROCHE BASEL, ROCHE NUTLEY OR ROCHE.
ROCHE BASEL AND ROCHE
NUTLEY SHALL COORDINATE THEIR EXERCISE OF ROCHE'S RIGHTS AND PERFORMANCE OF
ROCHE'S OBLIGATIONS TO ENSURE THAT SYNTA DOES NOT RECEIVE INCONSISTENT NOTICES
OR INSTRUCTION WITH RESPECT THERETO.
14.15.
CONSTRUCTION.
EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY
COUNSEL DURING THE COURSE OF NEGOTIATION OF THIS AGREEMENT, AND, THEREFORE, THAT
THIS AGREEMENT