system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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Exhibit 10.1 COLOGUARD® PROMOTION AGREEMENT BY AND BETWEEN EXACT SCIENCES CORPORATION AND PFIZER INC. August 21, 2018 Source: EXACT SCIENCES CORP, 8-K, 8/22/2018 TABLE OF CONTENTS Page 1. DEFINITIONS 1 2. GOVERNANCE 10 2.1 Joint Steering Committee 10 2.2 Joint Operations Committee 13 2.3 Joint Review Committee 14 2.4 Finance Representative 15 2.5 Alliance Managers 15 2.6 Compliance Managers 16 3. APPOINTMENT; PRODUCT OWNERSHIP; MARKETING AND SALES 17 3.1 Appointment 17 3.2 Responsibility for Product 19 3.3 Annual Marketing Plan 26 3.4 Sales Promotion, Detailing Efforts and IDN Promotion 27 3.5 Pfizer Investment and Support 28 3.6 Exact Investment and Support 29 3.7 Changes in Shared M&P Expenses 30 4. ACCOUNTING 30 4.1 Responsibility for Shared M&P Expenses 30 4.2 Promotion Fee 31 4.3 Fee Statements and Payments 33 4.4 Taxes and Withholding 34 4.5 No Partnership Provision 35 4.6 Payments; Currency 35 4.7 Maintenance of Records; Audits 35 5. REPRESENTATIONS, WARRANTIES AND COVENANTS 37 5.1 Mutual Representations and Warranties 37 5.2 Representations and Warranties of Exact 38 5.3 Covenants 39 5.4 Compliance with Law and Ethical Business Practices 40 5.5 Notice of Investigations 43 5.6 Representation by Legal Counsel 43 5.7 No Inconsistent Agreements 43 5.8 Disclaimer 44 6. INDEMNIFICATION; LIMITATION OF LIABILITY AND INSURANCE 44 6.1 Indemnification 44 6.2 Insurance Requirements 45 6.3 Limitation of Liability 46 Source: EXACT SCIENCES CORP, 8-K, 8/22/2018 7. CONFIDENTIALITY; PUBLICITY 46 7.1 Confidentiality 46 7.2 Authorized Disclosure and Use 47 7.3 Certain Regulatory Filings 47 7.4 Public Announcements 47 7.5 Use of Names 48 8. TERM AND TERMINATION 48 8.1 Term 48 8.2 Renewal 48 8.3 Termination for Cause 48 8.4 Termination Without Cause 49 8.5 Mutual Termination 49 8.6 Termination for Change of Control 49 8.7 Royalty Upon Expiration 49 8.8 Consequences of Termination 50 8.9 Survival of Certain Obligations 50 9. MISCELLANEOUS 51 9.1 Interpretation 51 9.2 Assignment 51 9.3 Further Actions 51 9.4 Force Majeure 51 9.5 Notices 52 9.6 Amendment 53 9.7 Waiver 53 9.8 Severability 53 9.9 Descriptive Headings 53 9.10 Governing Law 53 9.11 Dispute Resolution 53 9.12 Entire Agreement of the Parties 54 9.13 Independent Contractors 54 9.14 No Legal Advice 54 9.15 Counterparts 54 EXHIBITS Exhibit 1.24 - Cost of Sales Exhibit 1.39 - Exact Trademarks Exhibit 2.2(c)(iv) - Calendar Quarter Performance Metrics Exhibit 3.2(c)(i) - Sales Deployment Plan Exhibit 3.3(b) - Annual Marketing Plan Outline Exhibit 3.4(a) - Promotion Fee Reduction Exhibit 7.4 - Press Release Source: EXACT SCIENCES CORP, 8-K, 8/22/2018 Exhibit 8.8(b) - Tail Period Advertising Services ii Source: EXACT SCIENCES CORP, 8-K, 8/22/2018 AGREEMENT This Agreement (the "Agreement") is made and entered into as of August 21, 2018 (the "Effective Date"), by and between Pfizer Inc. ("Pfizer"), a Delaware corporation, with a principal place of business at 235 East 42nd Street, New York, New York 10017 and Exact Sciences Corporation ("Exact"), a Delaware corporation with a principal place of business at 441 Charmany Drive, Madison, Wisconsin 53719. Pfizer and Exact may each be referred to herein individually as a "Party" and collectively as the "Parties". WHEREAS, Exact has marketing and proprietary rights to the Product (as defined below) in the United States; WHEREAS, Pfizer has sales, marketing, analytical, and other core capabilities and competencies to promote and market branded prescription products; and WHEREAS, Exact desires to work with Pfizer to leverage Pfizer's expertise in sales, marketing, analytical, and other core capabilities and competencies for the Product in the United States and Pfizer desires to provide such expertise, including through its Sales Representatives, and to invest in Exact's Promotion of the Product in the United States. NOW THEREFORE, in consideration of the mutual promises and covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. DEFINITIONS. 1.1 "AdvaMed Code" shall have the meaning set forth in Section 3.2(c)(ii). 1.2 "Advertising" shall mean the paid advertising, planning, purchasing and placement of advertising for a prescription medical device subject to pre-market approval in the Territory through any means, including television, print, radio/audio, in-office/placed- based, digital, web, search (SEM/SEO), social media, mobile and any and all new and emerging media channels for consumers, healthcare institutions and healthcare providers. 1.3 "Affiliate(s)" shall mean, with respect to any Party, any other Person which controls, is controlled by or is under common control with such Party. A Person shall be regarded as in control of another Person if it owns or controls at least fifty percent (50%) of the equity securities
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Extract the exact clause related to "Effective Date" from the excerpt above.

assistant: August 21, 2018