USE
REASONABLE EFFORTS TO CURE OR OVERCOME THE SAME AND RESUME PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER.
14.12
INTERPRETATION.
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT:
(A) EACH PARTY AND ITS COUNSEL REVIEWED AND NEGOTIATED THE TERMS AND PROVISIONS
OF THIS AGREEMENT AND HAVE CONTRIBUTED TO ITS REVISION; (B) THE RULE OF
CONSTRUCTION TO THE EFFECT THAT ANY AMBIGUITIES ARE RESOLVED AGAINST THE
DRAFTING PARTY SHALL NOT BE EMPLOYED IN THE INTERPRETATION OF THIS AGREEMENT;
AND (C) THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED FAIRLY AS
TO EACH PARTY AND NOT IN A FAVOR OF OR AGAINST EITHER PARTY, REGARDLESS OF WHICH
PARTY WAS GENERALLY RESPONSIBLE FOR THE PREPARATION OF THIS AGREEMENT.
IN
ADDITION, (A) UNLESS A CONTEXT OTHERWISE REQUIRES, WHEREVER USED, THE SINGULAR
SHALL INCLUDE THE PLURAL, THE PLURAL THE SINGULAR, THE USE OF ANY GENDER SHALL
BE APPLICABLE TO ALL GENDERS, THE WORD "OR" IS USED IN THE INCLUSIVE SENSE
(AND/OR) AND THE WORD "INCLUDING" IS USED WITHOUT LIMITATION AND MEANS
"INCLUDING WITHOUT LIMITATION" AND (B) WHENEVER A DEFINED TERM ITSELF CONTAINS
ANOTHER DEFINED TERM, THE DEFINITION OF THIS COMPOUNDED DEFINED TERM SHALL
GOVERN IN THE CASE OF ANY AMBIGUITY OR CONFLICT BETWEEN THE DEFINED TERMS.
14.13
INTEGRATION; SEVERABILITY.
EXCEPT AS AGREED BY THE PARTIES PURSUANT
TO A WRITTEN DOCUMENT EXECUTED BY THE PARTIES SPECIFICALLY REFERENCING THIS
AGREEMENT, THIS AGREEMENT, AND THE STOCK PURCHASE AGREEMENT SET FORTH THE ENTIRE
AGREEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE
ALL OTHER AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO SUCH
SUBJECT MATTER.
IF ANY PROVISION OF THIS AGREEMENT IS OR BECOMES INVALID OR IS
RULED INVALID BY ANY COURT OF COMPETENT JURISDICTION OR IS DEEMED UNENFORCEABLE,
IT IS THE INTENTION OF THE PARTIES THAT THE REMAINDER OF THIS AGREEMENT SHALL
NOT BE AFFECTED.
14.14
FURTHER ASSURANCES.
EACH OF SYNTA AND GSK AGREES TO DULY EXECUTE
AND DELIVER, OR CAUSE TO BE DULY EXECUTED AND DELIVERED, SUCH FURTHER
INSTRUMENTS AND DO AND CAUSE TO BE DONE SUCH FURTHER ACTS AND THINGS, INCLUDING,
WITHOUT LIMITATION, THE FILING OF SUCH ADDITIONAL ASSIGNMENTS, AGREEMENTS,
DOCUMENTS AND INSTRUMENTS, AS THE OTHER PARTY MAY AT ANY TIME AND FROM TIME TO
TIME REASONABLY REQUEST IN CONNECTION WITH THIS AGREEMENT OR TO CARRY OUT MORE
EFFECTIVELY THE PROVISIONS AND PURPOSES OF, OR TO BETTER ASSURE AND CONFIRM UNTO
SUCH OTHER PARTY ITS RIGHTS AND REMEDIES UNDER, THIS AGREEMENT.
14.15
HSR FILING.
14.15.1
RESPONSIBILITIES OF THE PARTIES.
IF REQUIRED BY APPLICABLE LAW,
EACH OF SYNTA AND GSK SHALL, WITHIN TEN (10) DAYS AFTER THE EXECUTION DATE, FILE
WITH THE UNITED STATES FEDERAL TRADE COMMISSION AND THE ANTITRUST DIVISION OF
THE UNITED STATES DEPARTMENT OF JUSTICE, ANY NOTIFICATION AND REPORT FORM
REQUIRED OF IT IN THE REASONABLE OPINION OF BOTH PARTIES UNDER THE HSR ACT WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY (AN "HSR FILING").
THE PARTIES
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