PROVIDED TO GENZYME PURSUANT TO SECTION 3.3(C).
(C)
IF A GENZYME THIRD PARTY PAYMENT IS PAYABLE BY GENZYME PURSUANT TO
SECTION 11.2(A), THEN WITHIN [********] AFTER GENZYME'S DELIVERY OF THE
APPLICABLE OPTION EXERCISE NOTICE, THE PARTIES WILL AGREE IN GOOD FAITH IN
WRITING TO COMMERCIALLY REASONABLE REPORTING OBLIGATIONS AND PAYMENT SCHEDULES
WITH RESPECT TO SUCH GENZYME THIRD PARTY PAYMENT AND GENZYME WILL AGREE TO
COMPLY WITH THE TERMS OF THE PARTICULAR IN-LICENSE AGREEMENT APPLICABLE TO
GENZYME AS A SUBLICENSEE THEREUNDER (WITH THE UNDERSTANDING THAT THE PARTIES
WILL AGREE ON THE TIMING OF THE GENZYME THIRD PARTY PAYMENT SO THAT EXACT WILL
RECEIVE THE GENZYME THIRD PARTY PAYMENT FROM GENZYME BEFORE EXACT IS REQUIRED TO
PAY THE APPLICABLE THIRD PARTY).
11.3
PAYMENT PROVISIONS GENERALLY.
ALL AMOUNTS PAYABLE AND
CALCULATIONS UNDER THIS ARTICLE 11 OR ARTICLE 12 WILL BE IN UNITED STATES
DOLLARS, PAYABLE BY WIRE TRANSFER TO THE BANK ACCOUNT DESIGNATED BELOW OR SUCH
OTHER BANK ACCOUNT DESIGNATED IN WRITING BY THE PARTY TO WHOM SUCH PAYMENT IS
DUE.
IF A PARTY FAILS TO MAKE ANY PAYMENT DUE UNDER THIS ARTICLE 11 OR
ARTICLE 12 WITHIN 30 DAYS AFTER THE RELEVANT DUE DATE, INTEREST WILL ACCRUE AT
THE ANNUAL RATE OF THE SUM OF [********], THE INTEREST BEING COMPOUNDED ON THE
LAST DAY OF EACH CALENDAR QUARTER, PROVIDED, HOWEVER, THAT IN NO EVENT WILL THE
ANNUAL INTEREST RATE EXCEED THE MAXIMUM LEGAL INTEREST RATE FOR CORPORATIONS.
(A)
WIRE INSTRUCTIONS FOR GENZYME CORPORATION:
[********]
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.
29
(B)
WIRE INSTRUCTIONS FOR EXACT SCIENCES CORPORATION:
[********]
11.4
MAINTENANCE OF RECORDS; AUDIT.
EACH PARTY WILL KEEP BOOKS AND
ACCOUNTS OF RECORD IN CONNECTION WITH PAYMENTS DUE PURSUANT TO THIS ARTICLE 11
OR ARTICLE 12 IN SUFFICIENT DETAIL TO PERMIT ACCURATE DETERMINATION OF ALL
FIGURES NECESSARY FOR VERIFICATION OF SUCH PAYMENTS.
EACH PARTY WILL MAINTAIN
SUCH RECORDS FOR A PERIOD OF AT LEAST 3 YEARS AFTER THE END OF THE CALENDAR YEAR
IN WHICH THEY WERE GENERATED.
NO MORE FREQUENTLY THAN 2 TIMES DURING ANY
CALENDAR YEAR, EACH PARTY WILL HAVE THE RIGHT, UPON 10 DAYS' ADVANCE NOTICE, TO
CONDUCT OR HAVE ITS AGENT CONDUCT AN AUDIT OF SUCH RECORDS OF THE OTHER PARTY,
DURING THE OTHER PARTY'S NORMAL BUSINESS HOURS AND IN A MANNER AS NOT TO
UNREASONABLY INTERFERE WITH THE OTHER PARTY'S NORMAL BUSINESS ACTIVITIES.
IF
SUCH AUDIT IS CONDUCTED BY A PARTY'S AGENT, SUCH AGENT WILL EXECUTE AND DELIVER
TO THE PARTY SUBJECT TO THE AUDIT A CONFIDENTIALITY AGREEMENT REASONABLY
ACCEPTABLE TO SUCH PARTY.
DURING ANY SUCH AUDIT, THE AUDITED PARTY WILL
(A) SUPPLY THE AUDITING PARTY OR ITS AGENT WITH ALL THE RELEVANT RECORDS IN THE
AUDITED PARTY'S POSSESSION OR UNDER ITS CONTROL THAT THE AUDITING PARTY OR ITS
AGENT MAY REASONABLY REQUEST AND (B) INSTRUCT ITS EMPLOYEES TO COOPERATE WITH
THE REVIEW AND ANSWER FULLY ALL