TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH
IN THIS AGREEMENT, EXACT AND GENZYME WILL BEAR THEIR RESPECTIVE EXPENSES
INCURRED IN CONNECTION WITH THE PREPARATION, EXECUTION AND PERFORMANCE OF THIS
AGREEMENT AND THE TRANSACTIONS, INCLUDING ALL FEES AND EXPENSES OF AGENTS,
REPRESENTATIVES, COUNSEL AND ACCOUNTANTS.
8.2
PAYMENT OF LIABILITIES.
UNTIL [********] AFTER THE CLOSING
DATE, EXACT WILL PAY OR OTHERWISE SATISFY IN THE ORDINARY COURSE OF BUSINESS ALL
OF ITS LIABILITIES AND OBLIGATIONS (OTHER THAN THOSE WHICH MAY BE DISPUTED IN
GOOD FAITH AND FOR WHICH ADEQUATE RESERVES HAVE BEEN ESTABLISHED).
8.3
RESTRICTIONS ON EXACT DISSOLUTION AND DISTRIBUTIONS.
UNTIL
[********] AFTER THE CLOSING DATE, EXACT WILL NOT DISSOLVE, OR MAKE ANY
DISTRIBUTION OF THE CLOSING PAYMENT, UNTIL AFTER THE LATER TO OCCUR OF:
(A)
EXACT'S PAYMENT, OR ADEQUATE PROVISION FOR THE PAYMENT, IN FULL OF ALL
TAXES RESULTING FROM OR PAYABLE IN CONNECTION WITH THE RIGHTS AND OBLIGATIONS
UNDER THE TRANSACTIONS; AND
(B)
EXACT'S PAYMENT, OR ADEQUATE PROVISION FOR THE PAYMENT, IN FULL OF ALL
OF THE CURRENT RETAINED LIABILITIES AND OTHER CURRENT LIABILITIES OF EXACT UNDER
THIS AGREEMENT.
8.4
FURTHER ASSURANCES.
(A)
EXACT AND GENZYME WILL EXECUTE SUCH DEEDS, BILLS OF SALE, ASSIGNMENTS,
CERTIFICATES OF TITLE, AGREEMENTS, DOCUMENTS AND OTHER INSTRUMENTS OF TRANSFER
AND CONVEYANCE AND TAKE SUCH FURTHER ACTIONS AS MAY BE REASONABLY REQUIRED OR
DESIRABLE TO CARRY OUT THE PROVISIONS HEREOF AND THE TRANSACTIONS.
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 EXCHANGE ACT; [*] DENOTES
OMISSIONS.
24
(B)
WITHOUT LIMITING THE GENERALITY OF SECTION 8.4(A), EXACT AGREES TO USE
COMMERCIALLY REASONABLE EFFORTS TO PROVIDE ALL FURTHER COOPERATION THAT GENZYME
REASONABLY DETERMINES IS NECESSARY TO ACCOMPLISH THE COMPLETE TRANSFER OF THE
TRANSFERRED TECHNOLOGY AND SUPPORTING MATERIALS TO GENZYME AND TO SUPPORT
GENZYME'S EFFORTS TO ESTABLISH, PERFECT, DEFEND OR ENFORCE GENZYME'S RIGHTS IN
OR TO THE TRANSFERRED TECHNOLOGY, INCLUDING (I) EXECUTING AND DELIVERING FURTHER
ASSIGNMENTS, CONSENTS AND RELEASES AND OTHER COMMERCIALLY REASONABLE
DOCUMENTATION, (II) PROVIDING GOOD FAITH TESTIMONY BY AFFIDAVIT, DECLARATION,
DEPOSITION, IN-PERSON OR OTHER MEANS AND (III) ASSISTING GENZYME WITH FILING AND
PROSECUTION OF PATENTS AND PATENT APPLICATIONS, INTERFERENCES, OPPOSITIONS,
OTHER REGULATORY PROCEEDINGS AND LITIGATION.
EXACT WILL USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN THE COOPERATION OF THE INDIVIDUAL INVENTORS OF ANY
INVENTIONS DISCLOSED IN THE PATENT RIGHTS INCLUDED IN THE TRANSFERRED
TECHNOLOGY, INCLUDING (A) OBTAINING SIGNATURES OF SUCH INVENTORS ON ANY PATENT
APPLICATIONS OR OTHER DOCUMENTATION REASONABLY NECESSARY TO OBTAIN PATENT
PROTECTION FOR SUCH INVENTIONS AND (B) PROCURING (AT GENZYME'S EXPENSE) SUCH
INVENTORS' GOOD FAITH TESTIMONY BY AFFIDAVIT, DECLARATION, DEPOSITION IN-PERSON
OR OTHER MEANS IN SUPPORT OF GENZYME'S EFFORTS IN ESTABLISHING, PERFECTING,
DEFENDING OR ENFORCING PATENT RIGHTS INCLUDED IN THE TRANSFERRED TECHNOLOGY.
TO
THE EXTENT EXACT CANNOT TRANSFER AND ASSIGN THE TRANSFERRED TECHNOLOGY, OR ANY
PORTION THEREOF, AS OF THE CLOSING DATE, THEN EXACT WILL TRANSFER AND ASSIGN
SUCH TRANSFERRED TECHNOLOGY TO GENZYME AT ITS FIRST OPPORTUNITY TO DO SO AND
PENDING SUCH TRANSFER AND