TO ISIS: (A) THE UNAUDITED BALANCE SHEET OF
SYMPHONY GENISIS FOR THE PREVIOUS CALENDAR MONTH; (B) THE UNAUDITED STATEMENT OF
NET INCOME FOR SUCH PREVIOUS CALENDAR MONTH; (C) THE UNAUDITED STATEMENT OF CASH
FLOWS FOR SUCH PREVIOUS CALENDAR MONTH; (D) THE TRIAL BALANCE SCHEDULE FOR SUCH
PREVIOUS CALENDAR MONTH; AND (E) RELATED ACCOUNT RECONCILIATIONS FOR SUCH
PREVIOUS CALENDAR MONTH (COLLECTIVELY, "UNAUDITED FINANCIAL INFORMATION");
18
(VI)
WITHIN [***] BUSINESS DAYS FOLLOWING ITS RECEIPT THEREOF FROM
SYMPHONY GENISIS' TAX RETURN PREPARER, A COPY OF EACH INCOME TAX RETURN FILED BY
SYMPHONY GENISIS WITH ANY FOREIGN, FEDERAL, STATE OR LOCAL TAXING AUTHORITY
(INCLUDING ALL SUPPORTING SCHEDULES THERETO);
(VII)
ANY OTHER DOCUMENTS, MATERIALS OR OTHER INFORMATION PERTAINING TO
THE PROGRAMS OR SYMPHONY GENISIS AS ISIS MAY REASONABLY REQUEST, INCLUDING
PRELIMINARY FINANCIAL INFORMATION;
(VIII)
PROMPTLY, AND IN ANY EVENT WITHIN [***] DAYS OF RECEIPT THEREOF,
COPIES OF ANY NOTICE TO SYMPHONY GENISIS FROM ANY FEDERAL OR STATE GOVERNMENTAL
AUTHORITY RELATING TO ANY ORDER, RULING, STATUTE OR OTHER LAW OR REGULATION THAT
WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON SYMPHONY
GENISIS;
(IX)
PROMPTLY UPON RECEIPT THEREOF, NOTICE OF ALL ACTIONS, SUITS,
INVESTIGATIONS, LITIGATION AND PROCEEDINGS BEFORE ANY COURT OR GOVERNMENTAL
DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR
FOREIGN, AFFECTING SYMPHONY GENISIS;
(X)
PROMPTLY UPON RECEIPT THEREOF, COPIES OF ANY OTHER NOTICES,
REQUESTS, REPORTS, FINANCIAL STATEMENTS AND OTHER INFORMATION AND DOCUMENTS
RECEIVED BY SYMPHONY GENISIS UNDER OR PURSUANT TO ANY OTHER OPERATIVE DOCUMENT,
INCLUDING, WITHOUT LIMITATION, ANY NOTICES OF BREACH OR TERMINATION OF ANY
SUBCONTRACTS OR LICENSES ENTERED INTO OR PERMITTED PURSUANT TO THE OPERATIVE
DOCUMENTS; AND
(XI)
WITH REASONABLE PROMPTNESS, SUCH OTHER DATA AND INFORMATION
RELATING TO THE BUSINESS, OPERATIONS, AFFAIRS, FINANCIAL CONDITION, ASSETS OR
PROPERTIES OF SYMPHONY GENISIS OR RELATING TO THE ABILITY OF SYMPHONY GENISIS TO
PERFORM ITS OBLIGATIONS HEREUNDER AND UNDER THE OPERATIVE DOCUMENTS AS FROM TIME
TO TIME MAY BE REASONABLY REQUESTED BY ISIS AND/OR HOLDINGS;
provided, that neither Symphony GenIsis, nor the Manager acting on behalf of
Symphony GenIsis, shall have any liability to Isis for the failure to deliver
financial documents or other materials hereunder, if such failure was caused by
a failure of Isis to provide, in a timely manner, data required to prepare such
financial documents or other materials to Symphony Isis in a timely manner.
(E)
SYMPHONY GENISIS WILL USE COMMERCIALLY REASONABLE EFFORTS, AT ITS OWN
EXPENSE (AS SET FORTH IN THE MANAGEMENT BUDGET), TO COOPERATE WITH ISIS IN
MEETING ISIS' GOVERNMENT COMPLIANCE, DISCLOSURE, AND FINANCIAL REPORTING
OBLIGATIONS, INCLUDING WITHOUT LIMITATION UNDER THE SARBANES-OXLEY ACT OF 2002
AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER, AND UNDER FASB
INTERPRETATION NO. 46.
WITHOUT LIMITING THE FOREGOING, SYMPHONY GENISIS FURTHER
COVENANTS, UNTIL THE COMPLETION OF ALL THE REPORTING, ACCOUNTING AND OTHER
OBLIGATIONS SET FORTH THEREIN WITH RESPECT TO THE FISCAL YEAR IN WHICH THIS
AGREEMENT SHALL TERMINATE, EXPIRE AND END, THAT (W) THE PRINCIPAL EXECUTIVE
OFFICER AND THE PRINCIPAL FINANCIAL OFFICER OF SYMPHONY GENISIS, OR PERSONS
PERFORMING SIMILAR FUNCTIONS, SHALL PROVIDE CERTIFICATIONS TO