In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

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 of such other Person entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority); provided, however, that the term Affiliate shall not include subsidiaries or other entities in which a Party or its Affiliates owns a majority of the ordinary voting power necessary to elect a majority of the board of directors or other governing board, but is restricted from electing such majority by contract or otherwise, until such time as such restrictions are no longer in effect. 1.4 Agreement shall have the meaning set forth in the preamble. 1

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

1.5 Alliance Manager shall have the meaning set forth in Section 2.5. 1.6 Annual Marketing Plan shall mean the plan for the Marketing and Promotion of the Product in the Territory for each full or partial Calendar Year as described in Section 3.3, as prepared and updated from time to time pursuant to Section 3.3. 1.7 Annual Supplemental Promotion Fee shall have the meaning set forth in Section 4.2(c)(i). 1.8 Applicable Compliance/Review Policies shall mean, with respect to Pfizer, its written Code of Ethics and Professional Conduct and, with respect to Exact, its written Code of Business Conduct and Ethics, and such policies and standard operating procedures that are adhered to by such Party in connection with the Product and any payments or services contemplated by this Agreement, as the same may be amended from time to time. 1.9 Applicable Law shall mean any law, statute, rule, regulation, order, judgment, ordinance, administrative code, decree, directive, injunction or permit (including Regulatory Approvals) of any court, arbitral body, agency, department, authority or other instrumentality of any national, state, county, city or other political subdivision applicable to a Party's activities to be performed under this Agreement. For the avoidance of doubt, any specific references to any Applicable Law or any portion thereof, shall be deemed to include all amendments, replacements or successors thereto. 1.10 Audited Party shall have the meaning set forth in Section 4.7(b)(i). 1.11 Auditing Party shall have the meaning set forth in Section 4.7(b)(i). 1.12 Baseline Laboratory Service Revenue shall mean, with respect to a particular Calendar Year during the Term, the amounts set forth in Section 4.2(b). 1.13 Baseline M&P Expense shall have the meaning set forth in Section 3.6. 1.14 Business Day shall mean any day other than a Saturday, Sunday, or a bank or other public holiday in New York, New York, United States. 1.15 Calendar Quarter shall mean the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 or December 31. 1.16 Calendar Year shall mean the respective periods of twelve (12) calendar months, each such period ending on December 31 of the applicable year for as long as this Agreement is in effect. 1.17 Calendar Year Baseline Laboratory Service Revenue shall have the meaning set forth in Section 4.2(b). 1.18 Change of Control shall mean, with respect to a Party: (a) the sale of all or substantially all of such Party's assets or business relating to the subject matter of this Agreement; (b) a merger, reorganization, or consolidation involving such Party in which the holders of voting securities of such Party outstanding immediately 2

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

prior thereto cease to hold at least fifty percent (50%) of the combined voting power of the surviving entity or acquiring entity (or its parent) immediately after such merger, reorganization, or consolidation; or (c) the acquisition of more than fifty percent (50%) of the voting equity securities of such Party as a result of a single transaction or a series of related transactions. 1.19 CIA shall have the meaning set forth in Section 5.4(j). 1.20 Claims shall have the meaning set forth in Section 6.1(a). 1.21 Compliance Manager shall have the meaning set forth in Section 2.6. 1.22 Confidential Information shall have the meaning set forth in Section 7.1. 1.23 Co-Promote Field shall mean those physicians and practices customarily considered primary care or gastroenterology providers and practices and, subject to Sections 3.1(c)(ii) and 4.2(d), the OB/Gyn Field, in the Territory. For clarity, if Exact, either through its own Sales Representative or by agreement with a Third Party, launches the Product in the OB/Gyn Field, the Co-Promote Field shall not include the OB/Gyn Field. 1.24 Cost of Sales shall mean the direct and indirect costs attributable to sales of the Product Laboratory Services, as calculated in accordance with Exhibit 1.24, and as consistently determined in accordance with GAAP. 1.25 Debarred/Excluded shall have the meaning set forth in Section 5.1(g). 1.26 Detail shall mean a customary face-to-face or non-face-to-face contact of a Sales Representative of a Party with an Eligible Prescriber during which such Sales Representative makes a presentation of certain of the Product's attributes, such as describing the FDA-approved indicated uses, safety, effectiveness, or other relevant characteristics of the Product, in a fair and balanced manner and in accordance with the requirements of this Agreement and Applicable Law and in a manner that is customary for the purpose of Promoting a prescription medical device subject to pre-market approval, but excluding: (a) any activities performed by any Representative other than a Sales Representative who is not conducting a face-to-face or non-face- to-face sales call, (b) presentations made at conventions or (c) mere delivery of savings cards, coupons or similar items without discussions with an Eligible Prescriber about the Product; provided that, such measurement shall be on the same basis as the recording Party's measurement for its Sales Representatives' detailing of its other medical devices subject to pre-market approval or prescription pharmaceutical products (as applicable), consistently applied throughout the Term. For clarity, non- face-to-face contact shall mean e-detailing, video detailing or other presentation of Promotional Material by a Sales Representative to an Eligible Prescriber via audio, video, internet, using webex or other similar live conference applications, and in all instances that allows for real time, detailed and substantive communication between the Sales Representative and the Eligible Prescriber regarding the Product and would be considered a Detail by Pfizer for its own products under its own guidelines, but shall exclude any such communications, such as telephone calls, during which such detailed and visual 3

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

exchanges of information do not occur. Detail, when used as a verb, and Detailing shall have correlative meanings. 1.27 Disclosing Party shall have the meaning set forth in Section 7.1. 1.28 Disputed JOC Matter shall have the meaning set forth in Section 2.2(d). 1.29 Disputed JRC Matter shall have the meaning set forth in Section 2.3(d). 1.30 Disputed JSC Matter shall have the meaning set forth in Section 2.1(e). 1.31 Effective Date shall have the meaning set forth in the preamble. 1.32 Eligible Prescriber shall mean (a) a health care provider who has the authority to prescribe the Product under Applicable Law and (b) any other health care professional without prescribing authority but who (i) is reasonably believed to assist with patient care and reimbursement for healthcare service in the office of a health care provider who has authority to prescribe the Product under Applicable Law, and (ii) is allowed to receive Promotion. 1.33 Exact shall have the meaning set forth in the preamble. 1.34 Exact Copyrights shall mean all statutory and common law copyrights owned by Exact in and to the Promotional Materials, Advertising materials or Product Label used in the Territory. 1.35 Exact House Marks shall mean the Exact trade name and logo, including all registrations and applications for registration of any of the foregoing in the Territory. 1.36 Exact Indemnitee shall have the meaning set forth in Section 6.1(b). 1.37 Exact JSC Members shall have the meaning set forth in Section 2.1(a). 1.38 Exact Patent Rights shall mean the Patent Rights owned or controlled by Exact as of the Effective Date. 1.39 Exact Sponsorships and Related Activities shall have the meaning set forth in Section 3.2(d)(i). 1.40 Exact Trademarks shall mean (a) the Trademarks listed on Exhibit 1.39 and the registrations thereof, (b) any pending or future trademark registration applications owned or controlled and used in connection with or intended for use in connection with the Product in the Territory, (c) any unregistered trademark rights used in connection with the Product as may exist through use in the Territory, (d) any current or future modifications or variants of any of the foregoing rights, and (e) any future Trademarks adopted by Exact or its Affiliates for use in connection with the Product in the Territory. 1.41 Excluded Channel shall have the meaning set forth in Section 4.2(d). 1.42 Ex-US Commercial Rights shall have the meaning set forth in Section 3.1(c)(i). 4

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

1.43 Ex-US Commercial Rights Transfer Notice shall have the meaning set forth in Section 3.1(c)(i). 1.44 FDA shall mean the United States Food and Drug Administration or any successor agency thereto. 1.45 FD&C Act shall mean the United States Federal Food, Drug, and Cosmetic Act, as amended, and the rules and regulations promulgated thereunder. 1.46 Finance Representative shall have the meaning set forth in Section 2.4. 1.47 First Promotion Fee Period shall have the meaning set forth in Section 4.2(c)(i). 1.48 First Supplemental Promotion Fee shall have the meaning set forth in Section 4.2(c)(i). 1.49 GAAP shall mean United States generally accepted accounting principles, consistently applied. 1.50 Governmental Authority to be broadly interpreted and includes: (a) any national, federal, state, local, regional, or foreign government, or level, branch, or subdivision thereof; (b) any multinational or public international organization or authority; (c) any ministry, department, bureau, division, authority, agency, commission, or body entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power; (d) any court, tribunal, or governmental arbitrator or arbitral body; (e) any government-owned or controlled institution or entity; (f) any enterprise or instrumentality performing a governmental function; and (g) any political party. 1.51 Government Official to be broadly interpreted, shall mean (a) any elected or appointed government official (e.g., a member of a ministry of health); (b) any employee or person acting for or on behalf of a government, government-controlled entity or enterprise performing a governmental function; (c) any political party, candidate for public office, officer, employee, or person acting for or on behalf of a political party or candidate for public office; (d) any employee or person acting for or on behalf of a public international organization (e.g., the United Nations); or (e) any individual who holds himself or herself out to be the authorized intermediary of any of the foregoing. For clarity, healthcare providers employed by government-owned hospitals shall be considered Government Officials. 1.52 Gross Margin shall mean Laboratory Services Revenue less Cost of Sales. 1.53 Gross Margin Percent shall mean the percentage as determined by multiplying (a) the fractional value of Gross Margin divided by Laboratory Service Revenue by (b) one hundred percent (100%). 1.54 IDN shall mean an integrated healthcare delivery network. 1.55 Incentive Compensation shall mean the compensation paid by or under the 5

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

authority of Pfizer or any of its Affiliates to a Sales Representative involved in the Promotion of the Product under this Agreement based directly or indirectly on the sales of the products (including the Product) being Promoted by such Sales Representative in the Territory, including any target bonus, award or other incentive, but excluding (i) base salary and (ii) single product ad hoc awards or other similar individual product incentives, such as special incentive plans that, in the aggregate, do not exceed $2,000 per Calendar Year. 1.56 Included Revenue Percentage shall have the meaning set forth in Section 4.2(d). 1.57 Incremental Laboratory Service Revenue shall have the meaning set forth in Section 4.2(a). 1.58 Indemnified Party shall have the meaning set forth in Section 6.1(c)(i). 1.59 Indemnifying Party shall have the meaning set forth in Section 6.1(c)(i). 1.60 JOC shall have the meaning set forth in Section 2.2(a) 1.61 JOC Co-Chair shall have the meaning set forth in Section 2.2(a). 1.62 JRC shall have the meaning set forth in Section 2.3(a). 1.63 JSC shall have the meaning set forth in Section 2.1(a). 1.64 JSC Co-Chair shall have the meaning set forth in Section 2.1(b). 1.65 JSC Members shall have the meaning set forth in Section 2.1(a). 1.66 KAM Team shall have the meaning set forth in Section 3.4(c). 1.67 Laboratory Service Revenue shall mean, with respect to a particular Calendar Quarter, as applicable, Exact's revenue earned from performing the Product Laboratory Service in the Territory with regard to patient samples collected in the Territory, subject to Section 4.2(d), as calculated by Exact in accordance with GAAP consistently applied, less the following deductions: (i) trade, quantity or cash discounts, credits, adjustments or allowances, including without limitation those granted in connection with managed care network agreements and those granted on account of price adjustments, billing errors, rejected goods, damaged goods or incomplete tests or other services; (ii) rebates and chargebacks allowed, given or accrued (including, but not limited to, cash, governmental and managed care rebates, hospital or other buying group chargebacks, and governmental taxes in the nature of a rebate based on usage levels or sales of the Product Laboratory Service); and (iii) patient compliance incentives that are treated as a reduction in revenue in accordance with GAAP, including without limitation gift cards to patients. 1.68 Launch Date shall mean October 1, 2018. 1.69 Marketing shall mean, with respect to a medical device subject to pre-market 6

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

approval, Advertising, public relations, medical education activities, market research, creation, development, and distribution of Advertising and Promotional materials, field literature, direct or indirect educational campaigns, and exhibits at seminars and conventions. When used as a verb, Market means to engage in Marketing. 1.70 OB/Gyn Commercial Rights shall have the meaning set forth in Section 3.1(c)(ii). 1.71 OB/Gyn Commercial Rights Transfer Notice shall have the meaning set forth in Section 3.1(c)(ii). 1.72 OB/Gyn Field shall mean those healthcare professionals and practices customarily considered OB/Gyn providers and practices. 1.73 Occurrence shall have the meaning set forth in Section 2.6(c). 1.74 Party or Parties shall have the meaning set forth in the preamble. 1.75 Patent Rights shall mean any and all (a) issued patents, (b) pending patent applications, including all provisional applications, substitutions, continuations, continuations-in-part, divisionals, and renewals, and all patents granted thereon, (c) patents of addition, reissues, reexaminations and extensions or restorations by existing or future extension or restorations mechanisms, including patent term adjustments, patent term extensions, supplementary protection certificates or the equivalent thereof, (d) inventor's certificates, (e) other forms of government issued rights substantially similar to the foregoing and (f) United States and foreign counterparts of any of the foregoing. 1.76 Payer shall mean a Third Party entity that pays a portion or all of the cost of the Product Laboratory Service performed with respect to a given patient using the Product. For clarity, a patient who pays for the cost of his or her own Product Laboratory Service, in whole or in part, shall not be included in this definition of Payer and a Payer may include government entities or agencies, managed care organizations, and health or prescription insurance providers. 1.77 Person shall mean an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated association, joint venture or similar entity or organization, including a government or political subdivision or department or agency of a government. 1.78 Pfizer shall have the meaning set forth in the preamble. 1.79 Pfizer Indemnitee shall have the meaning set forth in Section 6.1(a). 1.80 Pfizer JSC Members shall have the meaning set forth in Section 2.1(a). 1.81 Pfizer Trainers shall have the meaning set forth in Section 3.2(e)(i). 1.82 PhRMA Code shall have the meaning set forth in Section 3.2(c)(ii). 7

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

1.83 Pre-Launch Meeting shall have the meaning set forth in Section 3.2(e)(v). 1.84 Product shall mean the medical device subject to pre-market approval currently commercialized under the brand name COLOGUARD and indicated for the qualitative detection of colorectal neoplasia associated DNA markers and for the presence of occult hemoglobin in human stool. 1.85 Product Label shall mean the labels and labeling documents approved on August 11, 2014 by the FDA under the Premarket Approval P130017, , and any supplements, extensions or changes thereto. 1.86 Product Laboratory Service shall mean the colorectal cancer screening test performed on a specimen provided by a patient using the Product, including specimen collection, laboratory testing, data handling and analysis, interpretation of results, patient compliance (including call center activity) and billing to be provided by Exact or its Affiliates according to the Laboratory Instruction for Use in the Product Label, wherein the Laboratory Instructions for Use are further subject to any changes as required by any pre-market approval supplements approved by the FDA. 1.87 Product Training shall mean, with respect to the Product, the Product-specific training program conducted in accordance with the applicable Annual Marketing Plan and Applicable Laws, which may include training concerning (a) the scientific basis for the Product, (b) permissible communications regarding safety and efficacy claims relating to the Product, (c) permissible communications related to the Product in accordance with the Product Label, (d) use of Promotional Materials by the Sales Representatives, and (e) other appropriate topics relevant to the Promotion of the Product as determined by Exact in consultation with Pfizer. 1.88 Promotion shall mean (a) those activities customarily undertaken by a Party's field sales representatives in the Territory to encourage the approved use of a particular prescription medical device (or prescription pharmaceutical medicine as applicable) subject to pre-market approval (or other regulatory approval, as applicable), including detailing, and (b) any other activities customarily undertaken by a Party aimed at encouraging the approved use of a particular prescription medical device subject to pre-market authorization approval, including without limitation, healthcare professional peer-to-peer communication, communications of product benefits to IDNs, the creation and use of promotional materials, Marketing, meetings and events (including without limitation speaker bureau events), trade shows, advocacy activities, including with respect to guideline organizations, and sponsorships. The terms Promote, Promoting and Promotional shall have corresponding meanings. 1.89 Promotion Fee shall have the meaning set forth in Section 4.2(a). 1.90 Promotional Materials shall mean, with respect to the Product, all written, printed, graphic, electronic, audio, video or other materials (such as a journal reprint) other than the Product Label, provided by Exact, with respect to currently 8

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

developed materials, or developed by the Parties, in each case, for use by a Party's Sales Representatives during Details or other Representatives in the Territory. 1.91 QSR shall mean the Quality System Regulation, 21 C.F.R. Part 820, as may be amended from time to time and any successor thereto. 1.92 Receiving Party shall have the meaning set forth in Section 7.1. 1.93 Regulatory Approval shall mean, with respect to a prescription medical device subject to pre-market authorization approval in any jurisdiction in the Territory for a given indication, all technical, medical and scientific licenses, registrations, authorizations and approvals of pre-market approval application, supplements and amendments, and pre- and post- approvals of the FDA, sufficient for the manufacture, distribution, use and sale of such prescription medical device, including any services associated with such medical device, in such jurisdiction in the Territory for such indication in accordance with Applicable Law, excluding any pricing and reimbursement approvals. 1.94 Renewal Term shall have the meaning set forth in Section 8.2. 1.95 Representatives shall mean, with respect to a Party, such Party's employees, agents or independent contractors, and such Party's Affiliates and their respective employees, agents or independent contractors, including Sales Representatives, in each case who are performing services under the Annual Marketing Plan. 1.96 Sales Deployment Plan shall have the meaning set forth in Section 3.2(c)(i). 1.97 Sales Representative shall mean an internal or field sales representative employed by a Party full-time who details products or services for human use in the Territory. For clarity, Sales Representative excludes sales managers such as district business managers and above. 1.98 Senior Officers shall mean, with respect to Exact, the Chief Executive Officer of Exact and, with respect to Pfizer, Regional President, North America, Internal Medicine, Pfizer Innovative Health. 1.99 Shared M&P Expense shall mean the incremental investment in Promotion expense above the Baseline M&P Expenses agreed to by the Parties, as set forth in Sections 3.5 and 3.6. 1.100 Tail Period shall have the meaning set forth in Section 8.7. 1.101 Term shall have the meaning set forth in Section 8.1. 1.102 Territory shall mean the fifty (50) states of the United States and the District of Columbia and includes Puerto Rico. 1.103 Third Party shall mean any Person other than Exact, Pfizer or their respective Affiliates. 1.104 Trademark shall mean any registered word, name, symbol, color, designation or 9

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

device or any combination thereof, including any trademark, trade dress, brand mark, service mark, trade name, brand name, logo or business symbol. 1.105 Training Materials shall mean, with respect to the Product, the materials (which may include written or other recorded, videotaped or web-based training materials or online training programs) to be used in Product Training for a Party's Sales Representatives regarding the Product. 1.106 VAT shall have the meaning set forth in Section 4.4. 1.107 Violating Party shall have the meaning set forth in Section 8.3(d). 2. GOVERNANCE. 2.1 Joint Steering Committee. (a) Composition. Promptly following the Effective Date, the Parties will establish a Joint Steering Committee (JSC), comprised of three (3) Representatives of Exact and three (3) Representatives of Pfizer. The JSC Representatives for each of Exact and Pfizer will be referred to herein as the Exact JSC Members and the Pfizer JSC Members, respectively, and the Exact JSC Members and the Pfizer JSC Members will be referred to herein as the JSC Members. Each Party may replace any of its JSC Members at any time upon notice to the other Party and the Parties may increase or decrease the number of its JSC Members on the JSC; provided that at all times an equal number of JSC Members from each Party are appointed to the JSC. (b) Committee Chair. The JSC will be co-chaired by a Pfizer JSC Member and an Exact JSC Member (each, a JSC Co-Chair). Each Party may replace its JSC Co-Chair at any time upon notice to the other Party. The role of secretary of the JSC shall rotate each meeting between the JSC Co-Chairs (or any JSC Member who is appointed, by mutual agreement of both JSC Co-Chairs, as secretary of the JSC). The secretary of the JSC shall: (i) notify each Party at least fifteen (15) days (or as much notice as is reasonably possible) in advance of each JSC meeting; (ii) collect and organize agenda items from each Party for each JSC meeting; (iii) prepare and circulate to JSC Members each JSC meeting agenda no later than five (5) Business Days (or as far in advance as is reasonably possible) prior to the scheduled date for each JSC meeting; and (iv) prepare the written minutes of each JSC meeting and, within fifteen (15) days after such meeting, circulate such minutes for review and approval by the Parties. 10

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

(c) Meetings. The JSC will meet no less than once each Calendar Quarter (or less frequently upon mutual agreement of the Parties) either in-person or by audio or video teleconference. Meetings of the JSC will occur at such times and places in the Territory as mutually agreed to by the Parties; provided, however, that no more than half of the meetings will be required to be held in-person in any Calendar Year. Meetings of the JSC will only occur if at least one JSC Member of each Party is present at the meeting or participating by teleconference or videoconference. Each Party will be solely responsible for, and will not be entitled to any reimbursement from the other Party with respect to, any and all personnel costs or expenses (including travel expenses) incurred by or on behalf of its Representatives in connection with participation in any JSC meetings or sub-committee or working group meetings, or any other travel required to be undertaken by either Party's personnel in connection with the performance of the Agreement. The Parties will endeavor to schedule meetings of the JSC at least fifteen (15) days in advance. The Parties shall approve the minutes of each meeting promptly, but in no event later than the next meeting of the JSC. (d) JSC Responsibilities. The JSC shall: (i) review, discuss, and approve each Annual Marketing Plan for a Calendar Year, including the quarterly baseline budget amounts contained therein, no later than the applicable date set forth in Section 3.3(a); (ii) oversee the implementation of each Annual Marketing Plan; (iii) review, discuss, and approve any modifications to the Annual Marketing Plan submitted by the JOC; (iv) oversee the JOC and JRC and each committee's activities; (v) act as the first level escalation to resolve disputes between the Parties, any resolution of dispute brought before the JSC shall be by the unanimous consent of both JSC Co-Chairs; (vi) form and oversee any sub-committee or working group in furtherance of activities contemplated in the Annual Marketing Plan; (vii) form and oversee any sub-committee or working group as determined by the JSC to be necessary to review and discuss specific matters related to the subject matter of this Agreement, but not enumerated as a specific responsibility of the JSC, JOC, JRC, or any other properly formed and constituted sub-committee; (viii) review, discuss and approve the allocation of Baseline M&P Expenses and Shared M&P Expenses submitted by the JOC; 11

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

(ix) review all reports, including sales performance data and other key performance indicators, submitted by the JOC; and (x) escalate any Disputed JSC Matter, as defined in Section 2.1(e), to the Alliance Managers and Senior Officers. (e) Decision Making. Regardless of the number of Pfizer JSC Members or Exact JSC Members, decisions by the JSC will be made by unanimous agreement. The JSC will use good faith efforts to reach agreement on any and all matters properly brought before it. If, despite such good faith efforts, the JSC is unable to reach a decision on a particular matter within the JSC's responsibilities (each such matter, a Disputed JSC Matter), within five (5) Business Days after the JSC first meets to consider such matter, or such later date as may be mutually agreed by the Parties in writing, then either Party may refer such Disputed JSC Matter for resolution to the Alliance Managers. Within three (3) Business Days after such Disputed JSC Matter is referred to the Alliance Managers, the Alliance Managers shall determine whether the Disputed JSC Matter requires the involvement of the Senior Officers. Should the Alliance Managers refer the Disputed JSC Matter to the Senior Officers, then the Senior Officers will promptly initiate good faith discussions to resolve such Disputed JSC Matter. If the Senior Officers are unable to resolve such Disputed JSC Matter within five (5) Business Days of it being referred to them, then, Exact, after having considered, in good faith, the advice and input from Pfizer, will have final decision-making authority with respect to such Disputed JSC Matter where the subject matter of the Disputed JSC Matter substantially relates to (i) Product pricing, including any rebates or discounts; (ii) manufacturing; (iii) research and development, including any trials; and (iv) engagement with Governmental Authorities; provided, however, that Exact will not have final decision making authority to require Pfizer to conduct any activities that Pfizer, in good faith, believes violate Applicable Law or Pfizer's Applicable Compliance/Review Policies. For all Disputed JSC Matters that are not resolved by the Senior Officers and are not subject to Exact's final decision-making authority, neither Party will take any action on such Disputed JSC Matter until resolution can be reached in accordance with this Section 2.1(e), and, except in the case of a potential violation of Applicable Law, pending such resolution the Parties shall continue to carry out activities under this Agreement in accordance with the then-current Annual Marketing Plan. (f) Limits on JSC Authority. Notwithstanding any provision of this Section 2.1 to the contrary, (i) each Party will retain the rights, powers and discretion granted to it under this Agreement consistent with Section 3.2(a), and no such rights, powers, or discretion will be delegated to or vested in the JSC unless such delegation or vesting of rights is expressly provided for in this Agreement or the Parties expressly so agree in writing, (ii) the JSC will not have the power to amend this Agreement or terminate or otherwise modify or waive compliance with this Agreement in any manner and (iii) neither Party will require the other Party to (A) breach any obligation or agreement that 12

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such other Party may have with or to a Third Party or (B) perform any activities that are materially different, greater in scope or more costly than those provided for in the Annual Marketing Plan then in effect. 2.2 Joint Operations Committee. (a) Composition. Promptly following the Effective Date, the Parties will establish a Joint Operations Committee (JOC), comprised of marketing, sales, medical, finance, and such other Representatives of each Party as necessary. The JOC shall be co-chaired by each Party's marketing Representative on the JOC, as designated by the JSC Co-Chair of each Party (each, a JOC Co-Chair). Each JOC Co-Chair shall (i) have knowledge and expertise in the commercialization of prescription products and services in the Territory, (ii) have sufficient seniority within the applicable Party to make decisions arising within the scope of the JOC's responsibilities, and (iii) be authorized under such Party's internal governance procedures to make decisions or carry out the activities given to such Party under this Agreement. (b) Meetings. The JOC shall meet once each month (or more or less frequently upon mutual agreement of the Parties) either in- person or by audio or video teleconference. Meetings of the JOC will occur at such times and places in the Territory as mutually agreed to by the Parties. Each Party will be solely responsible for, and will not be entitled to any reimbursement from the other Party with respect to, any and all personnel costs or expenses (including travel expenses) which are incurred by or on behalf of its Representatives in connection with participation in any JOC meetings or sub-committee or working group meetings, or any other travel required to be undertaken by either Party's personnel in connection with the performance of the Agreement. (c) JOC Responsibilities. The JOC shall: (i) prepare the Annual Marketing Plan for review and approval by JSC; (ii) prepare and review Product Marketing strategies and tactics; (iii) prepare allocation of Baseline M&P Expenses and Shared M&P Expense for JSC review and approval; (iv) prepare reports, including sales performance data and other key performance indicators for JSC review in accordance with Exhibit 2.2(c)(iv); (v) execute and monitor the strategies and tactics in the Annual Marketing Plan; 13

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(vi) monitor Product supply and Product Laboratory Service capacity to ensure they are sufficient to meet the demand forecast in the Annual Marketing Plan; (vii) establish key supply, capacity, inventory, and such other metrics to inform the JSC; (viii) prepare any revision to the Annual Marketing Plan as directed by the JSC or otherwise proposed pursuant to Section 3.3(a); (ix) provide consent to materials for reconsideration by the JSC pursuant to Section 2.3(d); and (x) with respect to the Annual Marketing Plan, ensure that a consultation with the Compliance Managers is completed and appropriate compliance measures are incorporated into the Annual Marketing Plan. (d) Decision Making. Decisions by the JOC will be made by unanimous agreement. If a unanimous decision cannot be reached, then any disputed matter within the JOC's responsibilities (the Disputed JOC Matter) may be escalated by either Party to the JSC for resolution in accordance with Section 2.1(e). Unless and until resolved by the JSC in accordance with Section 2.1(e), neither Party shall take any action with respect to such Disputed JOC Matter and, except in the case of a potential violation of Applicable Law, pending such resolution the Parties shall continue to carry out the activities under this Agreement in accordance with the then-current Annual Marketing Plan. 2.3 Joint Review Committee. (a) Composition. Promptly following the Effective Date (and in any event, within thirty (30) days of the Effective Date), under the supervision of the JSC, the Parties will establish a Joint Review Committee (JRC), comprised of marketing, medical, legal, and regulatory Representatives of the Parties. Each Party may appoint one medical, legal and regulatory Representative member to the JRC. The marketing Representatives from the Parties shall coordinate administration and operation of the JRC meetings, including setting agendas, recording decisions regarding materials reviewed, and coordinating review to ensure timely review and approval of Promotional Materials. The Representatives from the Parties on the JRC shall coordinate operational support including scheduling of JRC meetings, timely distribution of materials for review, recording and archiving of approved materials, and other such activities to ensure operational efficiency of JRC meetings. It is the expectation of the Parties that the JRC will utilize Exact's review and approval system to review and approve materials, including Promotional Materials that are subject to JRC review under Section 2.3(c). 14

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(b) Meetings. The JRC shall meet no less than once each month (or more frequently upon mutual agreement of the members of the JRC) either in-person or by audio or video teleconference. Meetings of the JRC will occur at such times and places in the Territory as mutually agreed to by the Parties. Each Party will be solely responsible for, and will not be entitled to any reimbursement from the other Party with respect to, any and all personnel costs or expenses (including travel expenses) which are incurred by or on behalf of its Representatives in connection with participation in any JRC meetings, or any other travel required to be undertaken by either Party's personnel in connection with the performance of the Agreement. (c) JRC Responsibilities. The JRC shall be responsible for review and approval of all Product or related disease education materials, Promotional Materials and other communication to a Third Party, including pharmaco-economic data, that may be used in Promotion, medical to medical communication, patient education, press release or any other form of external communication intended for healthcare professionals, healthcare organized customers (such as IDNs and hospitals), and Payer organizations, patients or others who are reasonably likely to influence the prescription, use, reimbursement, or purchase of the Product. The JRC shall also ensure that all such materials are in compliance with Applicable Law and each Party's Applicable Compliance/Review Policies. Any conflict between the Parties' Applicable Compliance/Review Policies will be discussed by the JRC and the Compliance Managers to determine an appropriate resolution of such conflict. (d) Decision Making. Decisions by the JRC will be made by unanimous agreement. If a unanimous decision cannot be reached, then the disputed matter (the Disputed JRC Matter) can be escalated by either Party to the JSC for resolution in accordance with Section 2.1(e). Unless and until resolved by the JSC in accordance with Section 2.1(e), neither Party shall take any action with respect to such Disputed JRC Matter and, except in the case of a legal or ethical issue, the Parties shall continue to carry out the activities under this Agreement in accordance with the then-current Annual Marketing Plan. A Disputed JRC Matter that is substantially similar in subject matter of a prior Disputed JRC Matter shall not be resubmitted for JSC review and resolution under this Section 2.3(d). 2.4 Finance Representative. Each Party shall appoint a finance contact to oversee all financial reporting and communications under this Agreement during the Term (each, a Finance Representative). Each Party may change its designated Finance Representative at any time upon written notice to the other Party. Each Finance Representative will coordinate the efforts of its respective Party in conducting finance activities, including all financial reporting and financial communications between the Parties, under this Agreement during the Term. 2.5 Alliance Managers. Each Party shall appoint an employee of such Party who shall oversee interactions between the Parties for all matters related to this Agreement, the 15

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Annual Marketing Plan and any related agreements between the Parties or their Affiliates (each an Alliance Manager). The Alliance Managers shall endeavor to ensure clear and responsive communication between the Parties and the effective exchange of information, and shall serve as a single point of contact for any matters arising under this Agreement. The Alliance Managers shall have the right to attend all JSC and subcommittee meetings as non-voting participants and may bring to the attention of the JSC or subcommittee any matters or issues either of them reasonably believes should be discussed, and shall have such other responsibilities as the Parties may mutually agree in writing. Each Party may designate different Alliance Managers by notice in writing to the other Party. 2.6 Compliance Managers. Within thirty (30) days after the Effective Date, Pfizer and Exact each agrees to appoint a Representative who (a) has received compliance training by such Party and (b) is routinely responsible for advising such Party on compliance matters to act as its Compliance Manager (each, a Compliance Manager). The Compliance Managers shall support the JSC. (a) Responsibilities. Compliance Managers shall resolve discrepancies between the Parties' respective Applicable Compliance/Review Policies, ensure that each Party has a process to monitor the activities under this Agreement for compliance with Applicable Laws and Applicable Compliance/Review Polices, serve as a key point of contact between the Parties for compliance-related matters, and review the Annual Marketing Plan for compliance with Applicable Compliance/Review Policies and shall promptly notify the JSC of any compliance issues in such Annual Marketing Plan. The JOC shall promptly notify the Compliance Managers of any material revisions to the Annual Marketing Plan. Each Compliance Manager shall facilitate the resolution of any compliance issue with the Compliance Manager of the other Party. (b) Notification. Subject to the terms of this Agreement, the Compliance Manager of a Party shall promptly notify the other Party's Compliance Manager in the event that it becomes aware of a potential violation by the other Party of: (i) the other Party's policies or procedures; (ii) any criminal, civil, or administrative laws or regulations applicable to any federal health care program or for which penalties or exclusions may be authorized; or (iii) the requirements under the FD&C Act, or relevant FDA guidance documents related to the Products, payments, or services under this Agreement. (c) Investigations. If a Party finds, following an investigation, credible evidence of a significant violation of any applicable policies and procedures that are designed to ensure compliance with: (i) any criminal, civil, or administrative laws or regulations applicable to any federal health care program or for which penalties or exclusions may be authorized; or (ii) the requirements under the FD&C Act, or relevant FDA guidance documents related to the Products, payments, or services under this Agreement (an Occurrence), the Party's Compliance Manager shall promptly inform the other Party of the Occurrence and steps taken by the Party to remediate the Occurrence, except 16

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to the extent that the disclosing Party's counsel reasonably believes that such disclosure to the other Party could violate Applicable Law (including privacy laws) or have a significant adverse impact on the disclosing Party's legal position or defense (including the loss of attorney-client privilege) with respect to any such Occurrence. In the event that either Party determines that disclosure of relevant factual information regarding an Occurrence could violate Applicable Laws (including privacy laws) or have a significant adverse impact on its legal position or defense (including the loss of attorney-client privilege), the determining Party shall promptly notify the other Party in writing that the determining Party is exercising its right not to disclose relevant factual information regarding an Occurrence. (d) Each Party shall follow its Applicable Compliance/Review Policies subject to specific exceptions explicitly determined by the Compliance Managers. 3. APPOINTMENT; PRODUCT OWNERSHIP; MARKETING AND SALES. 3.1 Appointment. (a) Exclusive Arrangement. Commencing on the Launch Date, Exact and its Affiliates hereby grant to Pfizer and its Affiliates, on an exclusive basis for the Co-Promote Field (except as to Exact and its Affiliates), and Pfizer accepts, the right and obligation to Promote and Detail the Product in the Territory during the Term jointly with Exact, in accordance with the terms and conditions of this Agreement, all Applicable Laws and the applicable Annual Marketing Plan. Except as set forth in this Agreement, such right shall be non-transferable and non-sublicensable. In implementing its obligations under this Agreement, Pfizer, without charge or expense to Exact (other than as expressly set forth in Sections 3.6 and 4.2(c) of this Agreement), shall provide facilities, personnel (including management and Sales Representatives) and other resources as Pfizer, in its reasonable discretion but not inconsistent with the express terms of this Agreement, believes necessary. The Parties specifically agree that Exact shall not use the Pfizer name, logo or any Trademarks of Pfizer on any materials, including Promotional Materials, without the express written consent of Pfizer. Notwithstanding this Section 3.1 to the contrary, Exact retains the right to Promote the Product on its own behalf in the Co-Promote Field and, subject to Section 3.1(c), Pfizer shall not Promote or Detail the Product outside the Territory or outside the Co- Promote Field. (b) Grant of License to Pfizer. Subject to the terms of this Agreement, Exact on behalf of itself and its Affiliates, hereby grants to Pfizer a non-exclusive, royalty free license, with the right to sublicense to one or more of its Affiliates, under the Exact House Marks, the Exact Trademarks and the Exact Copyrights, during the Term, to the extent necessary or appropriate to allow Pfizer and its Affiliates to carry out activities under this Agreement including to Promote and Detail the Product in the Co-Promote Field in the Territory. Such license shall be non-transferable and non-sublicensable 17

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(except as provided in this Agreement) and shall automatically terminate upon the expiration or earlier termination of this Agreement. (c) Right of First Negotiation. (i) During the Term, if Exact (i) enters a formal process authorized or directed by its board of directors or CEO to seek and enter into an arrangement or (ii) intends to agree to a term sheet or seeks to sign a letter of intent or similar arrangement to grant an exclusive commercial license to a Third Party solely to promote or sell the Product outside the Territory (Ex-US Commercial Rights), Exact shall first notify Pfizer of such intent (a Ex-US Commercial Rights Transfer Notice) and Pfizer shall have thirty (30) days thereafter to notify Exact of its desire to obtain the Ex-US Commercial Rights that are the subject of the Ex-US Commercial Rights Transfer Notice. Promptly upon receipt of notice from Pfizer, Exact and Pfizer shall engage in exclusive good faith negotiations to enter into a definitive written agreement for the Ex-US Commercial Rights. If Pfizer and Exact are unable to reach agreement on the terms of such Product rights within forty-five (45) days of the commencement of negotiations, Exact shall be free to enter into negotiations and consummate an agreement with any Third Party regarding such Ex-US Commercial Rights; provided that the economic terms of such agreement shall be no more favorable to such Third Party than those last offered to Pfizer. (ii) During the Term, if Exact desires to grant an exclusive commercial license to a Third Party solely to Promote or sell the Product in the OB/Gyn Field in the Territory (the OB/Gyn Commercial Rights), Exact shall first notify Pfizer of such intent (a OB/Gyn Commercial Rights Transfer Notice) and Pfizer shall have thirty (30) days thereafter to notify Exact of its desire to obtain the OB/Gyn Commercial Rights that are the subject of the OB/Gyn Commercial Rights Transfer Notice. Promptly upon receipt of notice from Pfizer, Exact and Pfizer shall engage in exclusive good faith negotiations to enter into a definitive written agreement for the OB/Gyn Commercial Rights. If Pfizer and Exact are unable to reach agreement on the terms of such Product rights within forty-five (45) days of the commencement of negotiations, then Exact shall be free to enter into negotiations and consummate an agreement with any Third Party regarding such OB/Gyn Commercial Rights; provided that the economic terms of such agreement shall be no more favorable to such Third Party than those last offered to Pfizer. (iii) Notwithstanding the foregoing, this Section 3.1(c) shall not apply to (i) any transfer of rights to the Product in the ordinary course of business of Exact, (ii) the sale of the Product within and outside of the Territory, of all or substantially all of the assets of Exact, or sale 18

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of capital stock of Exact, whether in connection with a merger, acquisition or other similar transaction or (iii) any agreements with Third Parties in territories for which Exact has an existing distribution or other similar agreement. 3.2 Responsibility for Product. (a) Retained Rights; Ownership of Product. Except as specifically set forth in this Agreement, Pfizer shall have no other rights with respect to the Product, and shall not Promote, Market or otherwise commercialize the Product except as expressly authorized under this Agreement. Exact retains, and at all times during the Term shall retain, all rights in and relating to the Product not expressly granted to Pfizer under this Agreement, including all proprietary and property interests in and to the Product. In furtherance of the foregoing, Exact retains all rights of and responsibility for (i) Product pricing, including any rebates or discounts; (ii) manufacturing; (iii) research and development, including any trials; (iv) intellectual property defense and enforcement related to the Product; (v) product liability claims and related litigation related to the Product; (vi) government investigations related to the Product; (vii) the day-to-day operations and management of Exact's Representatives; and (viii) engagement with Governmental Authorities with respect to the Product. Pfizer will neither have, nor represent that it has, any control over or proprietary or property interests in the Product. Nothing contained in this Agreement shall be deemed to grant to Pfizer or its Affiliates any license, right, title or interest in or to any patent, Trademark, copyright, trade secret or other similar property of Exact, except as provided for in Section 3.1(b), Section 5.3(c) or otherwise authorized in writing by Exact for Pfizer to perform its obligations under this Agreement. Likewise, nothing contained in this Agreement shall be deemed to grant to Exact or its Affiliates any license, right, title or interest in or to any patent, Trademark, copyright, trade secret or other similar property of Pfizer or its Affiliates except as may be authorized in writing by Pfizer for Exact to perform its obligations under this Agreement. (b) Exact Product Responsibilities. During the Term, as between the Parties, Exact shall remain solely responsible, at its expense , except as expressly otherwise provided in this Agreement, for all activities and liabilities that the owner and Regulatory Approval holder of an FDA approved medical device would normally have, including, in each case with respect to the Territory, the following: (i) manufacturing, in accordance with the QSR and Applicable Law (including conducting all quality assurance testing) sufficient quantities of Product to meet market demand therefore; (ii) processing and having sufficient laboratory and manufacturing capacity to process Product Laboratory Services to meet demand, including return receipt and laboratory processing of patient samples; 19

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(iii) ensuring all laboratory processing of patient samples are conducted in accordance with CLIA Certificate of Accreditation and patient results are provided to ordering healthcare providers in a timely manner; (iv) ensuring that the Product is not misbranded, as defined in the FD&C Act; (v) handling all customer service activities relating to the Product, including responding in an appropriate and timely fashion to all medical and other inquiries and complaints regarding the Product in accordance with its Applicable Compliance/Review Policies; (vi) contracting with Payers, including entering into contracts for reimbursement of the Product Laboratory Services; (vii) using commercially reasonable efforts to maintain the Exact Trademarks listed on Exhibit 1.39; (viii) setting the price of the Product Laboratory Services, including establishing, processing and paying for any rebates, discounts, chargebacks or other sales incentives associated with the sale of the Product Laboratory Services; (ix) subject to Section 6.1, handling all product liability claims or other claims associated with or arising out of the manufacture, distribution, sale or use of the Product, including managing any litigation associated therewith and paying any damages, fines or other compensation that may be awarded by any Government Authority or that are due as a result of any settlement of any such claim; (x) handling, in a timely and appropriate manner, all government inquiries related to the Product Laboratory Services and the manufacture, distribution, Marketing, Promotion, sale or use of the Product; and (xi) preparing and submitting in a timely manner and in a manner consistent with Applicable Law all reports and information that are required to be submitted to any Government Authority relating to the Product and Product Laboratory Services. (c) Exact and Pfizer Product Responsibilities. During the Term, without limiting either Party's other responsibilities under this Agreement, the Parties shall: (i) establish and maintain a sufficient number of Sales Representatives Promoting the Product to perform the obligations hereunder per the Annual Marketing Plan and consistent with the sales deployment plan included in the Annual Marketing Plan, which initial sales deployment plan for the six-month period beginning on and 20

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immediately following the Launch Date, is attached hereto as Exhibit 3.2(c)(i) (the Sales Deployment Plan); (ii) Market, Promote and Detail the Product in the Co-Promote Field in accordance with the Annual Marketing Plan, Applicable Laws, all regulatory and professional requirements including FDA's regulations and guidelines concerning the Advertising of prescription medical devices subject to pre-market approval, and each Party's Applicable Compliance/Review Policies and, with respect to Exact, the AdvaMed Code of Ethics on Interactions with Health Care Professionals (revised as of July 2009 and as further revised from time to time) (the AdvaMed Code) and, with respect to Pfizer, the Pharmaceutical Research and Manufacturers of America Code on Interactions with Healthcare Professionals (the PhRMA Code); provided that if there is any conflict between the AdvaMed Code and the PhRMA Code in connection with the implementation of the Annual Marketing Plan, the Compliance Managers shall review and use commercially reasonable efforts to resolve such conflict; (iii) review customer target lists for all Sales Representatives in accordance with the Annual Marketing Plan to ensure that their Promotion is directed to those Eligible Prescribers who are likely to prescribe, recommend or purchase the Product consistent with the approved Product Label and all Applicable Laws and its Applicable Compliance/Review Policies; provided that each Party has the sole discretion to select their target customers from the target lists included in the Annual Marketing Plan and the Party's Sales Representatives shall have authority to Promote and Detail to the Eligible Prescribers on the target lists in their reasonable discretion, in accordance with each Party's respective internal policies and practices; (iv) work collaboratively with the other Party in developing, preparing and generating specific tactics and activities in the Annual Marketing Plan, which shall include supporting the development of all Promotional Materials, Training Materials and other materials generated pursuant to any Annual Marketing Plan; and (v) provide investment and support consistent with Sections 3.5, 3.6 and 4.1, as applicable. (d) Advertising. (i) Subject to the provisions of Section 3.2(d)(ii) with respect to the remainder of Calendar Year 2018 and for Calendar Year 2019, Exact and Pfizer shall develop an annual Advertising plan for the Product as part of the Annual Marketing Plan. The annual Advertising plan shall include the targets for such Advertising, 21

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which shall be updated on an annual basis at the same time and in the same manner as the Annual Marketing Plan. In accordance with each such approved Advertising plan, Pfizer shall develop and execute all media planning and buying of Advertising consistent with its practice for its own product portfolio. (ii) The provisions of this Section 3.2(d) shall have no impact on Exact's Advertising plan for the Product for 2018. The Advertising plan for Calendar Year 2019 shall be Exact's Advertising plan; provided, Pfizer may review and make recommendations on such Advertising plan for Calendar Year 2019 and Exact shall consider such recommendations in good faith and use commercially reasonable efforts to incorporate agreed-upon Pfizer recommendations. It is acknowledged by the Parties that as of the Effective Date Pfizer has executed its television/video media buying on its own behalf for broadcast year 2019 (4Q2018-3Q2019). With respect to broadcast year 2019, Pfizer shall use commercially reasonable efforts and in good faith execute the television/video buy plan in the Calendar Year 2019 Advertising plan in the scatter market. Exact acknowledges that pricing and inventory for buy placement in the scatter market may not have the pricing advantage or delivery guarantees. For media buying of non-television/video in the Calendar Year 2019 Advertising plan, Pfizer shall in good faith integrate the Product into Pfizer portfolio media planning and buying for non-television/video. (iii) The cost of all media buying of Advertising for the Product by or through Pfizer shall be equal to the actual cost of such activities billed to Pfizer (including any third party service fees incurred by Pfizer) and shall not include any markup, administrative fee or service charge. (iv) Subject to compliance by Pfizer with the terms of this Section 3.2(d), during the Term, Exact agrees (A) not to enter into any new binding arrangement with any media vendor for Advertising of the Product without the written consent of Pfizer, which consent shall not be unreasonably withheld, (B) not to meet with any advertising agency or media vendor to discuss any Advertising proposals for content development and creative direction of the Product, without providing Pfizer with a reasonable opportunity for a representative of Pfizer present and participate and (C) to promptly inform Pfizer if it enters into any arrangement with any advertising agency with respect to the Product. (v) Exact agrees that any binding commitment made by Pfizer pursuant to this Section 3.2(d) for media buying for the Product shall also be binding to Exact; provided that such commitment is consistent with the applicable Annual Marketing Plan and the 22

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budget included therein. (vi) After the Effective Date, the Parties will mutually agree to a process by which Pfizer will interact with Exact with respect to the activities undertaken by Pfizer pursuant to this Section 3.2(d). (vii) Notwithstanding the foregoing, Exact may continue any binding commitments as of the Effective Date, including Advertising purchasing and placement activities, related to and in connection with the sponsorship of sporting events (e.g., golf tournaments), celebrity sponsorships (e.g., Harry Connick serving as a Product spokesperson) and those other activities set forth in the Annual Marketing Plan (the Exact Sponsorships and Related Activities); provided, that Pfizer shall use commercially reasonable efforts to take responsibility of television/video and media buying related to such Exact Sponsorships and Related Activities following the Effective Date. The Exact Sponsorships and Related Activities may, as mutually agreed by the Parties, be included in the applicable annual Advertising plan. (viii) Following the Term and during the Tail Period subject to Sections 8.7 and 8.8(b), at the request of Exact, Pfizer shall, based on an agreed Advertising plan, plan and execute the media planning and buying plan in a substantially similar manner as it did during the Term, as such plan is updated on an annual basis during the Tail Period. Pfizer shall provide Exact with invoicing of Advertising buying during the Tail Period consistent with its invoicing practice during the Term. This invoice shall be provided within five (5) days of the end of each month during the Tail Period and shall set forth all Advertising costs, including any Pfizer's internal and overhead costs attributable to media buying for the Product, during month preceding the month that the invoice is delivered. Exact shall pay the invoice provided by Pfizer within five (5) days of the date that it receives the invoice. (ix) Within forty-five (45) calendar days after the end of each Calendar Quarter, Pfizer will deliver to Exact a report describing in reasonable detail the media buying activities for the just completed Calendar Quarter and any material deviations from the approved Advertising plan that occurred during such Calendar Quarter. (x) Except for Calendar Year 2018 and 2019 Advertising plan, the Parties shall mutually agree to the Advertising plan and any dispute with respect to such Advertising plan or arising out of material deviation of media buying by Pfizer shall be considered a Disputed JOC Matter and subject to escalation to the JSC under Section 2.3(d). Until such Disputed JOC Matter is resolved, the Parties will continue to operate under the then-current Advertising plan. Without limiting the foregoing, a deviation from the media 23

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buying obligations under an Advertising plan by twenty percent (20%) or more shall be deemed to be material. (e) Product Training. (i) Promptly (and in any event within twenty (20) days) following the Effective Date, Exact shall be responsible for providing Product Training and Training Materials to Pfizer sales trainers (the Pfizer Trainers) who shall then train Pfizer's Sales Representatives who shall Promote the Product using a training program relating solely to the Product and the Product Laboratory Service (including Training Materials). After the initial training, Exact shall periodically provide additional Product Training and the Parties shall agree to the frequency, time and place such additional Product Training will be rolled out to Sales Representatives. (ii) Exact shall bear all costs and expenses of training its Sales Representatives, its training facilities and the cost of developing Training Materials and the training of Pfizer Trainers with respect to the Product and the Product Laboratory Service. Pfizer shall be responsible for all travel, lodging, meal and other expenses and out-of- pocket expenses incurred by Pfizer's Sales Representatives in connection with such Product Training. (iii) Upon termination or expiration of this Agreement, at Exact's election, Pfizer either shall (A) return to Exact or (B) destroy and certify to the Exact such destruction, all Training Materials in the possession of, or under the control of, Pfizer. (iv) Pfizer shall ensure that no Pfizer Representative shall Promote the Product or Product Laboratory Service unless he or she demonstrates sufficient knowledge by meeting the validation requirements of Exact. Pfizer shall maintain, and make available upon request by Exact, records of all testing or certification results, including copies thereof. (v) The Parties shall cooperate in good faith to schedule, plan and conduct a pre-launch meeting for all Sales Representatives Detailing the Product (the Pre-Launch Meeting), which shall occur promptly following training of the Pfizer Sales Representatives in accordance with this Section 3.2(e). The Parties shall use commercially reasonable efforts to conduct the Pre-Launch Meeting as an in-person meeting by the first week of October 2018. (f) Promotional Materials. During the Term, the Parties agree to develop Promotional Materials together in accordance with the Annual Marketing Plan for use in Promoting the Product in the Territory. Each Party shall: 24

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(i) only use and distribute the Promotional Materials for use in Promoting the Product; provided, however, that Exact may continue to utilize any remaining promotional materials for the Product created prior to the Effective Date, but Exact will not create any new promotional materials other than the Promotional Materials; (ii) instruct its Representatives to use, and will use commercially reasonable efforts to train and monitor its Representatives to ensure that such Representatives use, only Promotional Materials approved by the JRC; (iii) not, and shall ensure that its Affiliates and agents do not, change or alter any Promotional Materials in any way prior to their distribution or use by such Party or its Sales Representatives without JRC approval; and (iv) (A) use commercially reasonable efforts to train its Representatives with respect to, (B) instruct its Representatives to, and (C) establish appropriate internal systems, policies and procedures for the monitoring of its Representatives with the goal of ensuring that such Representatives will: (A) limit claims of efficacy and safety for the Product to those that are (1) consistent with approved Promotional claims in, and not add, delete or modify claims of efficacy and safety in the Promotion of the Product in any respect from those claims of efficacy and safety that are contained in, the then-effective Annual Marketing Plan, (2) consistent with Applicable Law and (3) consistent with the Product Label; (B) not make any changes or alterations to Promotional Materials; and (C) use Promotional Materials only in a manner that is consistent with this Agreement, Applicable Law and the Product Label. For clarity, the foregoing restrictions shall not apply to Exact Sciences Laboratories, LLC or any Representative of Exact or any of its Affiliates on the customer care team or market access team. (g) Representatives. Each Party shall be legally responsible and liable for the actions, omissions and conduct of their respective Sales Representatives and other Representatives performing activities hereunder. Each Party shall ensure that all Persons for whom they have legal responsibility and liability in accordance with the foregoing sentence comply with all Applicable Laws, the AdvaMed Code or the PhRMA Code, as applicable, Applicable Compliance/Review Polices, and all requirements of this Agreement, and shall implement and maintain policies and procedures to ensure such compliance. 25

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(h) Marketing Authorization. Exact shall have the sole right and responsibility between the Parties to take, and shall take, all actions with respect to the Product reasonably necessary in order to maintain the Regulatory Approvals permitting the Marketing and sale of the Product in the Territory throughout the Term. (i) Withdrawal. Exact shall have sole authority to determine whether to recall or withdraw any Product in the Territory; provided, however, Exact shall notify Pfizer of its decision, including the reasons therefore, regarding any such recall or withdrawal promptly after such decision is made. Exact shall be solely responsible for and shall bear all costs associated, directly or indirectly, with any recalls or withdrawals of the Product. (j) Customer Service Activities; Safety Reporting. Exact shall have sole authority to handle all customer service activities regarding the Product in accordance with Section 3.2(b)(v). Promptly upon receipt (and in any event within one Business Day), Pfizer shall refer all customer service inquiries regarding the Product, including all medical and other inquiries and complaints, to Exact for resolution. Following the Effective Date but before the Launch Date, the Parties shall discuss and agree to a procedure by which Product inquiries to, or by, Pfizer will be sent to Exact to comply with applicable safety reporting requirements and obligations for the Product. 3.3 Annual Marketing Plan. (a) General. Promptly following the Effective Date, Exact and Pfizer shall develop an Annual Marketing Plan for the Product. Unless otherwise agreed by the Parties, the JOC shall prepare each Annual Marketing Plan and submit it for review and approval by the JSC by no later than October 1 of the then-current Calendar Year so that the JSC shall have a reasonable opportunity to review, revise and approve such Annual Marketing Plan by no later than October 31 of the Calendar Year preceding the Calendar Year to which such Annual Marketing Plan relates; provided that the Annual Marketing Plan for the 2019 Calendar Year shall be finalized by the JOC and submitted to the JSC promptly following the Effective Date, and in any event no later than December 1, 2018. It is the intent of the Parties that the Annual Marketing Plan for the remainder of 2018 will be approved by the JSC no later than October 1, 2018. If either Party desires to revise or update an approved Annual Marketing Plan prior to the end of a Calendar Year, it shall notify the JOC of such desired revision, and the JOC shall review any such proposed revision and determine whether to submit such revision to the JSC for review and approval. (b) Plan Contents. The Annual Marketing Plan for each Calendar Year beginning with the 2019 Calendar Year shall contain at a minimum the categories set forth in Exhibit 3.3(b) and such other information that the JOC or JSC believes is necessary. The 2018 Annual Marketing Plan shall contain 26

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a high-level summary of the Sales Deployment Plan and use of Shared M&P Expenses for the remainder of 2018. 3.4 Sales Promotion, Detailing Efforts and IDN Promotion. (a) Sales Promotion. Commencing on the Launch Date, each of Exact and Pfizer shall implement the sales Detailing plan set forth in the applicable Annual Marketing Plan and the Sales Deployment Plan. In the case of Pfizer, Pfizer shall ensure that (i) the number of Details in a Calendar Year by Pfizer Sales Representatives is not less than six hundred twenty-five thousand (625,000) Details (for the remainder of 2018 Calendar Year following the Launch Date, Pfizer shall deliver one hundred forty thousand (140,000) Details) and (ii) if the Product is Promoted by Pfizer Sales Representatives (A) in position 2 or higher, the Incentive Compensation weighting directly tied to the Product shall not be less than thirty percent (30%) of Incentive Compensation available to be earned by such Sales Representative in the applicable Calendar Quarter and (B) in position 3 or lower, the Incentive Compensation weighting directly tied to the Product shall not be less than twenty-five percent (25%) of Incentive Compensation available to be earned by such Sales Representative in the applicable Calendar Quarter. If Pfizer delivers less than five hundred sixty-two thousand five hundred (562,500) Details in a Calendar Year, then the Promotion Fee due Pfizer for such Calendar Year shall be reduced by the applicable percentage set forth in the table on Exhibit 3.4(a), with such reduction to be deducted from remittance of the Promotion Fee for the last Calendar Quarter of such Calendar Year; provided that if such deduction exceeds the amount payable for such Calendar Quarter then Exact shall apply any such remaining deduction to the Promotion Fee for the next Calendar Quarter or Calendar Quarters, as necessary until the total deduction has been applied. If Pfizer delivers less than four hundred fifty thousand (450,000) Details in a Calendar Year, in addition to percentage reduction of the Promotion Fee set forth in the table on Exhibit 3.4(a), Exact shall have the right to terminate this Agreement under Section 8.3(b), which termination shall not be subject to the right of Pfizer to cure such breach. In no event shall Pfizer owe any monies to Exact for Detail shortfalls under this Agreement other than to refund the Promotion Fee owed to Exact due to Detail shortfall in accordance with this Section 3.4(a). Each Party shall be responsible for its own Sales Representatives costs attributable to the Product, including base salary and Incentive Compensation, normal travel and entertainment expenses, cost of fleet vehicles and other expenses normally associated with Promotion of products and services similar to the Product. (b) Detailing Efforts and Costs. Each Party shall have sole and exclusive control of all Detailing efforts and activities by its Sales Representative and Representatives, and shall be solely responsible for the costs thereof. Notwithstanding anything to the contrary in this Agreement or the 27

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

Annual Marketing Plan, any Detailing costs incurred by a Party or its Affiliates in delivering the Details assigned to such Party shall be the sole responsibility of such Party or Affiliate and shall not be a Baseline M&P Expense or Shared M&P Expense or otherwise a shared cost pursuant to this Agreement. (c) IDN Promotion. As part of this Agreement, Pfizer agrees to deploy its IDN Key Account Managers (or successor team with similar responsibilities, the KAM Team) to support understanding and uptake of the Product by IDN customers in accordance with the Annual Marketing Plan. In furtherance, prior to the beginning of each Calendar Year, Pfizer shall discuss and agree with Exact on the defined goals and key performance indicators for the KAM Team. Pfizer and Exact shall agree to execution goals and deliverables of resources, subject to review and approval of the JRC, to be used by the KAM Team with IDN customers, and the tracking of such execution goals and deliverables using a scorecard. (d) Reporting. Within fifteen (15) Business Days after the end of each month during the Term, each Party shall provide to the other Party a written report setting forth (i) the number of Details completed during such month and (ii) any changes to Incentive Compensation or selling position of the Product by Sales Representatives during such month. Exact shall provide to Pfizer a weekly report detailing, on an Eligible Prescriber-by-Eligible Prescriber basis, the Product Laboratory Services activity, including but not limited to, the number of orders received, number of shipments sent to patients, and number of results sent back to prescriber. 3.5 Pfizer Investment and Support. Pfizer shall make financial investment in Marketing and Promoting the Product in accordance with and in all cases subject to the budget in the applicable Annual Marketing Plan (as the same may be adjusted as provided in Section 3.3) and shall be equal to fifty percent (50%) of Shared M&P Expense, in the amounts set forth in the chart below. Pfizer, at its own expense, shall use commercially reasonable efforts to carry out Pfizer's responsibilities under the Annual Marketing Plan, which commercially reasonable efforts shall include committing the appropriate resources to assist in the implementation of the Annual Marketing Plan and to carry out the activities Pfizer is responsible for thereunder and hereunder. Pfizer will make investments as set forth in the chart below. Notwithstanding the above, Pfizer agrees to invest its portion of Shared M&P Expense each Calendar Year subject to, (a) Exact spending at least twelve million dollars ($12,000,000) in Baseline M&P Expense each Calendar Quarter (provided, that notwithstanding Exact's quarterly spend for Baseline M&P Expense, Exact shall spend a total of eighty million dollars ($80,000,000) in Baseline M&P Expense each Calendar Year measured as of the end of each Calendar Year), (b) an amount equal to the total Shared M&P Expense contributed by both Parties is used for Marketing and Promotion and (c) a total sum of not less than eighty million dollars ($80,000,000) of Baseline M&P Expense is used for Marketing and Promotional activities, including the costs of Exact Sponsorships and Related Activities; provided, however, the Parties may agree to reallocate Shared M&P Expenses by 28

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

mutual written consent. Pfizer agrees to match dollar for dollar Exact's Shared M&P Expense for a Calendar Year to up to the amounts specified in the chart below. Calendar Year Pfizer's Shared M&P Expense 2018 $24 million 2019 $22 million 2020 $21 million 2021 $20 million For any investment period less than a full Calendar Year (other than 2018), Pfizer's Shared M&P Expense investment shall be adjusted pro rata based on the number of months remaining until the end of the Calendar Year. For Calendar Year 2018, Pfizer's Shared M&P Expense shall be adjusted to equal the number of months remaining from the Launch Date to December 31, 2018 divided by twelve (12) multiplied by twenty-four million dollars ($24,000,000); provided the requirements of this Section 3.5 are satisfied. Pfizer shall have no obligation to incur Shared M&P Expenses in excess of the amount in the above chart for the given Calendar Year, unless the Parties mutually agree to increase their portion of the Shared M&P Expense. 3.6 Exact Investment and Support. Exact shall commit, at its sole cost and expense and not subject to reimbursement by Pfizer, to maintaining its originally planned out-of-pocket Marketing and Promotional spends of eighty million dollars ($80,000,000) in each of the 2018, 2019, 2020, and 2021 Calendar Years, including the Exact Sponsorships and Related Activities (the Baseline M&P Expense). In addition to Baseline M&P Expense, Exact shall invest Shared M&P Expense in amounts to be matched by Pfizer pursuant to Section 3.5 above. Exact, at its own expense, shall use its commercially reasonable efforts to carry out Exact's responsibilities under the Annual Marketing Plan, which commercially reasonable efforts shall include committing the appropriate resources to assist in the implementation of the Annual Marketing Plan and to carry out the activities Exact is responsible for thereunder. In addition, except as provided for in Section 3.2(d), Exact shall be responsible for contracting with agencies and vendors who are or will be providing services (including the development of Promotional Materials and Training Materials) associated with the execution of the Annual Marketing Plan, shall timely pay all amounts due to such agencies and vendors for such services and shall authorize Pfizer to interact directly with and instruct such agencies and vendors in connection with such services as necessary and appropriate under this Agreement. Calendar Year Exact's Baseline M&P Expense Exact's Shared M&P Expense 2018 $80 million $24 million 2019 $80 million $22 million 2020 $80 million $21 million 2021 $80 million $20 million 29

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

For any investment period less than a full Calendar Year (other than 2018), Exact's Baseline M&P Expense and Shared M&P Expense investment shall be adjusted pro rata based on the number of months remaining until the end of the Calendar Year. For Calendar Year 2018, Exact's Baseline M&P Expense and Shared M&P Expense shall be adjusted to equal the number of months remaining from the Launch Date to December 31, 2018 divided by twelve (12) multiplied by eighty million dollars ($80,000,000) or twenty-four million dollars ($24,000,000), as applicable; provided that the requirements of this Section 3.6 are satisfied. Exact shall have no obligation to incur Shared M&P Expenses in excess of the amount in the above chart for the given Calendar Year, unless the Parties each agree to increase their portion of the Shared M&P Expense. 3.7 Changes in Shared M&P Expenses. In the event the Parties agree to not implement or to discontinue implementation of a strategy or tactic included in any Annual Marketing Plan, the applicable Shared M&P Expense investment set forth above shall be either (a) adjusted if, during good faith discussions at the JSC, the Parties agree on the implementation of a substitute strategy or tactic in place of the strategy or tactic that was not implemented or was discontinued, which adjustment will reflect any difference in cost of such substitute strategy or tactic or (b) reduced by the amount(s) allocated in the applicable budget for such strategy or tactic under the applicable Annual Marketing Plan, if the Parties, during good faith discussions at the JSC, agree not to implement a substitute strategy or tactic in place of the strategy or tactic that was not implemented or which was discontinued. Any amount saved as result of this Section 3.7 shall be re-deployed to other expenses associated with the Marketing of the Product, unless otherwise determined by the JSC. 4. ACCOUNTING. 4.1 Responsibility for Shared M&P Expenses. (a) General. Shared M&P Expenses contributed by Exact and Pfizer pursuant to Sections 3.5 and 3.6 shall be used solely to fund activities pursuant to the Annual Marketing Plan. The Parties shall agree to Calendar Quarter phasing of Baseline M&P Expenses and Shared M&P Expenses for budgeting purposes. The Parties will spend amounts contributed to Baseline M&P Expenses and Shared M&P Expenses simultaneously throughout each Calendar Year, in a manner consistent with the approved budget set forth in the Annual Marketing Plan. Any Baseline M&P Expenses and Shared M&P Expenses budgeted but not spent in Calendar Quarter may be rolled over into the next Calendar Quarter. For the avoidance of doubt, Pfizer will match dollar for dollar Exact's Shared M&P Expense for a Calendar Year to up to the amounts set forth in Section 3.5. (b) Remainder of 2018. Promptly after the Effective Date, Exact shall discuss with Pfizer its planned Marketing and Promotional spend associated with the Product for the period beginning on the Effective Date and ending on December 31, 2018, so that Pfizer may understand and recommend 30

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

reallocation of all or any portion of such planned Marketing and Promotional spend associated with the Product. Budget phasing of 2018 pro-rated Baseline M&P Expenses and pro-rated Shared M&P Expenses shall be done on the Calendar Quarter basis. Exact agrees it shall spend at least eighty million dollars ($80,000,000) toward Marketing and Promotion (including any amounts spent between January 1, 2018 and the Effective Date) and the pro-rated Shared M&P Expense for 2018. (c) Reporting. Within fifteen (15) Business Days after the end of each month during the Term beginning with October, 2018, Exact shall provide to Pfizer a written report setting forth the amount of Baseline M&P Expenses and Shared M&P Expenses incurred and paid for by Exact during such month, which report shall also provide sufficient itemization and detail related to such expenses in order for Pfizer to confirm that such Baseline M&P Expenses and Shared M&P Expenses were incurred pursuant to the Annual Marketing Plan. Pfizer, within fifteen (15) Business Days after the end of each month during the Term, beginning with October, 2018, shall prepare and provide to Exact a written report setting forth the aggregate amount of Shared M&P Expenses incurred and paid for by Pfizer during such month, along with sufficient itemization and detail related to such expenses in order for Exact to confirm that such Shared M&P Expenses were incurred pursuant to the Annual Marketing Plan. 4.2 Promotion Fee. (a) Calculation of Promotion Fee. From the Launch Date and ending on the last day of the next Calendar Quarter and each subsequent Calendar Quarter during the Term, Exact shall owe Pfizer a service fee equal to fifty percent (50%) of the product of: Laboratory Service Revenue minus Baseline Laboratory Service Revenue (Incremental Laboratory Service Revenue) for the Calendar Quarter multiplied by Gross Margin Percent for the Calendar Quarter (such product, the Promotion Fee). In no event shall the Gross Margin Percent used in the calculation of the Promotion Fee be less than sixty-eight percent (68%) or more than seventy-four percent (74%). The calculation of the Promotion Fee pursuant to this Section 4.2(a) is subject to Section 4.2(c) below. Promotion Fee(s) and all compensation paid by Exact to Pfizer under this Agreement, even where calculated as a percentage of sales, is intended to compensate Pfizer a fair market value for the entirety of services that Pfizer is providing to Exact hereunder. The formula for the calculation of the Promotion Fee is as follows: A = Laboratory Service Revenue B = Baseline Laboratory Service Revenue C = Gross Margin Percent Promotion Fee = 0.5 * (A-B) * C 31

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

(b) Baseline Laboratory Service Revenue. The chart below sets forth the Baseline Laboratory Service Revenue for the Product for each Calendar Year during the Term (the Calendar Year Baseline Laboratory Service Revenue). In the Annual Marketing Plan the appropriate Calendar Year Baseline Laboratory Service Revenue shall be allocated among each Calendar Quarter during such Calendar Year, taking into consideration seasonality or other sales demand variables. For 2018, the first Calendar Quarter shall be from the Launch Date to December 31, 2018 and the Calendar Year Baseline Laboratory Service Revenue allocated to that Calendar Quarter shall be $130 million.

Calendar Year Baseline Laboratory Service Revenue 2018 $441 million 2019 $622 million 2020 $861 million 2021 $1.191 billion (c) Supplemental Promotion Fee. (i) Subject to Pfizer's compliance with Sections 3.4(a)(i) and 3.4(a)(ii), (A) Exact shall pay Pfizer the amount, if any, by which the aggregate amount of the Promotion Fee incurred by Exact to Pfizer during the remainder of 2018 Calendar Year and 2019 Calendar Year (the First Promotion Fee Period) is less than $37.5 million (the First Supplemental Promotion Fee), and (B) Exact shall pay Pfizer the amount, if any, by which the aggregate Promotion Fee incurred by Exact to Pfizer during each of Calendar Year 2020 and 2021 is less than $30 million (Annual Supplemental Promotion Fee), in each case to compensate Pfizer for the sales, Marketing and other performance provided by Pfizer under this Agreement. (ii) As of June 30 of each Calendar Year during the Term, Exact shall calculate a partial-period amount to be paid toward the potential First Supplemental Promotion Fee or the potential Annual Supplemental Promotion Fee, as the case may be. With regard to the First Supplemental Promotion Fee, the partial-period payment shall be equal to the amount by which the Promotion Fee for 2018, and the first six (6) months of Calendar Year 2019, is less than $22.5 million, and with regard to each Annual Supplemental Promotion Fee, the partial-period payment shall be equal to the amount by which the Promotion Fee for the six-month (6-month) period through June 30 is less than $15 million. (iii) As of December 31 of each Calendar Year during the Term, Exact shall calculate the First Supplemental Promotion Fee or the Annual Supplemental Promotion Fee, as the case may be, if any, for the entirety of the applicable period. Exact shall pay Pfizer the First 32

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Supplemental Promotion Fee or the Annual Supplemental Promotion Fee, as the case may be, if any, less any partial-period payment made by Exact during the applicable period pursuant to Section 4.2(c)(ii). (iv) To the extent the amount of the Promotion Fee for the First Promotion Fee Period exceeds the First Supplemental Promotion Fee, Exact shall be entitled to a credit of such excess amount up to the amount of any partial-period payment made by Exact during such First Promotion Fee Period pursuant to Section 4.2(c)(ii), and Exact shall apply such credit toward the Promotion Fee payment due Pfizer for the fourth Calendar Quarter of 2019 (or due for subsequent Calendar Quarters until such credit is fully exhausted). To the extent the amount of the Promotion Fee for any Calendar Year after 2019 exceeds the Annual Supplemental Promotion Fee for such Calendar Year, Exact shall be entitled to a credit of such excess amount up to the amount of any partial-period payment made by Exact during such Calendar Year pursuant to Section 4.2(c)(ii), and Exact shall apply such credit toward the Promotion Fee payment due Pfizer for the fourth Calendar Quarter of such Calendar Year (or due for subsequent Calendar Quarters until such credit is fully exhausted). (v) Any amounts due under Sections 4.2(c)(i) and (ii) shall be payable within thirty (30) days after each of June 30 , and December 31 of each Calendar Year, beginning with June 30, 2019, as applicable. (d) OB/Gyn Sales. If Exact (i) grants OB/Gyn Commercial Rights to a Third Party in accordance with Section 3.1(c) or (ii) launches its own sales channel in the OB/Gyn Field (as applicable, the Excluded Channel), then the Laboratory Service Revenue used to perform the calculation set forth in Section 4.2(a) and to determine royalty payments pursuant to Section 8.7 shall exclude all Laboratory Service Revenue attributable to the Excluded Channel except a mutually agreed percentage of Laboratory Service Revenue during the applicable period attributable to such Excluded Channel (the Included Revenue Percentage); provided, that (A) such Included Revenue Percentage will reflect the anticipated relative contribution of the Parties with regard to the Excluded Channel after such launch, and (B) the Included Revenue Percentage shall not be less than the revenue percentage attributable to the OB/Gyn Field as of the date of such launch, calculated on the same basis that revenue from the OB/Gyn Field is calculated by Exact on the Effective Date. 4.3 Fee Statements and Payments. (a) Monthly and Quarterly Financial Deliverables. Exact shall on a monthly basis, not later than fifteen (15) Business Days after the end of the month, deliver to Pfizer a full suite of performance data, including Product Laboratory Services completed, average selling price per unit, Laboratory Service Revenue, rebates, net revenue and a detailed Cost of Sales schedule 33

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(consisting of collection kits distributed to patients, royalties paid, shipping costs, lab operating expenses and reagent costs). Not later than fifteen (15) Business Days after the end of the Calendar Quarter, Exact shall deliver to Pfizer a rolling sales forecast and an estimate, for the remaining Calendar Quarters in the Calendar Year, of the Promotion Fee as set forth in Section 4.2. (b) Payment of Promotion Fee. Exact, within thirty (30) days after the end of each Calendar Quarter of the Term, shall deliver to Pfizer a consolidated report in the form of and containing the information necessary to confirm the calculation of the Promotion Fee for such Calendar Quarter, together with the underlying spreadsheets with respect to such Calendar Quarter. The Promotion Fee due with respect to such Calendar Quarter and reflected on the consolidated report shall be remitted at the time such report is made. 4.4 Taxes and Withholding. It is understood and agreed between the Parties that any payments made under this Agreement are exclusive of any value added or similar tax (VAT), and that no such VAT shall apply to the payments made under this Agreement. In the event any payments made pursuant to this Agreement become subject to withholding taxes under the laws or regulation of any jurisdiction, the Party making such payment shall deduct and withhold the amount of such taxes for the account of the payee to the extent required by Applicable Law and such amounts payable to the payee shall be reduced by the amount of taxes deducted and withheld. Any such withholding taxes required under Applicable Law to be paid or withheld shall be an expense of, and borne solely by, the payee. To the extent that the Party making a payment is required to deduct and withhold taxes on any payments under this Agreement, the Party making such payment shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to the payee an official tax certificate or other evidence of such withholding sufficient to enable the payee to claim such payments of taxes. The payee shall provide any tax forms to the Party making such payment that may be reasonably necessary in order for such Party not to withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty. The payee shall use commercially reasonable efforts to provide any such tax forms to the Party making the payment at least thirty (30) days prior to the due date for any payments for which the payee desires that the Party making the payment apply a reduced withholding rate. Each Party shall provide the other with reasonable assistance to enable the recovery, as permitted by Law, of withholding taxes, VAT, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or VAT. Notwithstanding anything in this Agreement to the contrary, (a) if an action (including any assignment or sublicense of its rights or obligations under this Agreement, or any failure to comply with Applicable Law or filing or record retention requirements) by a Party leads to the imposition of withholding tax liability or VAT on the other Party that would not have been imposed in the absence of such action or in an increase in such liability above the liability that would have been imposed in the absence of such action, then the sum payable by that Party (in respect of which such deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that the other Party 34

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receives a sum equal to the sum which it would have received had no such action occurred, (b) otherwise, the sum payable by that Party (in respect of which such deduction or withholding is required to be made) shall be made to the other Party after deduction of the amount required to be so deducted or withheld, which deducted or withheld amount shall be remitted in accordance with Applicable Law. 4.5 No Partnership Provision. It is expressly agreed that Pfizer and Exact shall be independent contractors and that the relationship between Pfizer and Exact shall not constitute a partnership, joint venture or agency. The Parties agree that the rights and obligations under this Agreement are not intended to constitute a partnership or similar arrangement that will require separate reporting for tax purposes consistent with the intent reflected in the foregoing sentence and agree that they shall not file any reports, documents or other item relating to taxes or state or acknowledge to any tax authority that such relationship is a partnership or similar arrangement unless required by Applicable Law. 4.6 Payments; Currency. All payments due by one Party to the other Party hereunder shall be paid by wire transfer in immediately available funds from the account or accounts of a Party and/or its Affiliates to an account or accounts of the receiving Party and/or its Affiliates designated in writing by the receiving Party. All amounts payable and calculations hereunder shall be in United States dollars. 4.7 Maintenance of Records; Audits. (a) Record Keeping. Each Party shall keep and shall cause its Affiliates to keep accurate books and accounts of record in connection with (i) its Marketing and Promotion of the Product, (ii) (with respect to Exact) performance of Product Laboratory Services, and (iii) its activities under this Agreement and any Annual Marketing Plan, in sufficient detail to permit accurate determination of all figures necessary for verification of (A) amounts to be paid hereunder and (B) compliance with the terms of this Agreement. Each Party shall, and shall cause its Affiliates to, maintain such records for a period of at least three (3) years after the end of the Calendar Year to which they pertain. (b) Financial Audits. (i) Audit Right. Upon thirty (30) days prior written notice from a Party (the Auditing Party), the other Party (the Audited Party) shall permit an independent certified public accounting firm of nationally recognized standing selected by the Auditing Party and reasonably acceptable to the Audited Party, to examine, at the Auditing Party's sole expense, the relevant books and records of the Audited Party and its Affiliates as may be reasonably necessary to verify the accuracy of the reports submitted by the Audited Party in accordance with Sections 3.4(d), 4.1(c) and 4.3(a) and the payment of Promotion Fees hereunder. An examination by the Auditing Party under this Section 4.6(b) shall occur not more than once in any Calendar Year and shall 35

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be limited to the pertinent books and records for any Calendar Year during the Term ending not more than twenty-four (24) months before the date of the request. The accounting firm shall be provided access to such books and records at the Audited Party's facility(ies) in the Territory where such books and records are normally kept and such examination shall be conducted during the Audited Party's normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to the Audited Party's facilities or records. Upon completion of the audit, the accounting firm shall provide both Pfizer and Exact a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect, whether the Promotion Fees paid during the audited period or Baseline M&P Expenses or Shared M&P Expenses incurred during the audited period are correct or incorrect, and, in each case, the specific details concerning any discrepancies. No other information shall be provided to the Auditing Party. The decision of the accounting firm will be final and unappealable absent manifest error. (ii) Underpayments/Overpayments. If such accounting firm concludes that additional Promotion Fees were due to Pfizer, Exact shall pay to Pfizer an amount equal to the actual Promotion Fee due minus the Promotion Fee paid within thirty (30) days of the date Exact receives such accountant's written report so concluding. If such accounting firm correctly concludes that Promotion Fees paid to Pfizer were in excess of the amount properly due, Pfizer shall pay or refund to Exact an amount equal to the Promotion Fee paid minus the actual Promotion Fee due within thirty (30) days of the date Exact receives such accountant's written report so concluding. (c) Compliance Audit. Upon thirty (30) days prior written notice from an Auditing Party, the Audited Party shall permit the Auditing Party's external auditors access to any relevant books documents, papers, and records of the Party involving any report delivered pursuant to Sections 3.2(d), 3.4(d) and 4.3(a) of this Agreement and the activities performed under this Agreement, if the other Party has credible evidence that the other Party violated terms of this Agreement, including with respect to Product Training under Section 3(e). An examination by a Party under this Section 4.6(c) shall (i) occur not more than once in any Calendar Year, (ii) be limited to the pertinent books and records for any Calendar Year during the Term ending not more than twenty-four (24) months before the date of the request and (iii) be at the sole expense of the Auditing Party. The external auditors of the Auditing Party shall be provided access to such books and records at the Audited Party's facility(ies) in the Territory where such books and records are normally kept and such examination shall be conducted during the Audited Party's normal business hours. The Audited Party may require any external auditors to sign a standard non-disclosure agreement before providing the accounting firm access to the Audited Party's facilities or records. 36

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(d) Confidentiality. All financial and other confidential information of the Audited Party which is subject to review under this Section 4.6 shall be deemed to be the Audited Party's Confidential Information and, subject to the provisions of Article 6 hereof, the Auditing Party shall not disclose such Confidential Information to any Third Party or use such Confidential Information for any purpose other than verifying compliance with this Agreement. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS. 5.1 Mutual Representations and Warranties. Each of Exact and Pfizer hereby represents and warrants to the other Party as of the Effective Date that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite action under the provisions of its certificate of incorporation, bylaws and other organizational documents, and does not require any action or approval by any of its shareholders or other holders of its voting securities or voting interests that has not been taken; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) this Agreement has been duly executed by an appropriate representative of such Party and is a legal, valid and enforceable against such Party in accordance with its terms; (e) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of or default under (i) any oral or written agreement that binds such Party's operations or property, including any assignment, license agreement, loan agreement, guaranty or financing agreement, (ii) the provisions of such Party's certificate of incorporation, bylaws or other organizational documents, or (iii) any order, writ, injunction, decree or judgment of any court or Governmental Authority entered against such Party or by which any of such Party's operations or property are bound; (f) all material written information provided by each Party in the virtual data room maintained for the purposes of the proposed transactions under this Agreement is complete, truthful and accurate in all material respects; and (g) neither it, nor any of its Affiliates, nor, to such Party's knowledge, any of their respective Representatives has been debarred or suspended under 21 U.S.C. 335(a) or (b), excluded from a federal health care program, debarred from federal contracting, or convicted of or pled nolo contendere to any felony, or to any federal or state legal violation (including misdemeanors) relating to medical devices or fraud (Debarred/Excluded). 37

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5.2 Representations and Warranties of Exact. Exact hereby represents and warrants to Pfizer as of the Effective Date that: (a) no consent is required from any Third Party for Exact to enter into, or to exercise its rights and perform its obligations under, this Agreement; (b) in connection with the development, manufacturing and Promotion of the Product, except as would not reasonably be expected to have a material adverse effect on the Promotion of the Product in the Territory, Exact has complied and will continue to comply in all material respects with Applicable Law, including the FD&C Act, the Anti-Kickback Statute (42 U.S.C. 1320a-7b), Civil Monetary Penalty Statute (42 U.S.C. 1320a-7a), the False Claims Act (31 U.S.C. 3729 et seq.), comparable state statutes, the regulations promulgated under all such statutes, and the regulations issued by the FDA; (c) with respect to the development, manufacturing and Promotion of the Product, Exact has not taken and will not take any action directly or indirectly to offer, promise or pay, or authorize the offer or payment of, any money or anything of value in order to improperly or corruptly seek to influence any Government Official in order to gain an improper advantage; (d) in connection with Exact's manufacturing and Promotion of Product or Exact's performance of the Product Laboratory Service in the Territory or directly relating to the transactions contemplated by this Agreement, except as would not reasonably be expected to have a material adverse effect on the Promotion of the Product in the Territory, (i) no written claim, demand, suit, investigation or other legal action of any nature, civil, criminal, regulatory or otherwise, has been filed and received by Exact, and is pending in any court, arbitration or government agency proceeding nor, to the knowledge of Exact, has any claim, demand, suit, investigation or other legal action of any nature, civil, criminal, regulatory or otherwise been threatened in writing, to be filed against Exact in any court, arbitration or government agency proceeding; and (ii) there is no judgment or settlement against or owed by Exact; (e) Exact has not received written notice from any Third Party claiming that the manufacture, use, sale or importation by or on behalf of Exact of the Product in the Territory or the performance of any Product Laboratory Service by or on behalf of Exact (i) infringes any issued patent or intellectual property right of such Third Party in the Territory or (ii) will infringe any claim of any published patent application of such Third Party in the Territory when and if such claim issues; (f) to Exact's knowledge, the manufacture, use, sale or importation by or on behalf of Exact of the Product in the Territory or the performance of any Product Laboratory Service by or on behalf of Exact (i) does not infringe any issued patent or intellectual property right of any Third Party in the Territory 38

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or (ii) will not infringe any claim of any published patent application of any Third Party in the Territory when and if such claim issues; and (g) Exact is not presently engaged in any discussions with any Third Party with respect to the grant to any Third Party of and does not currently have any agreement with any Third Party to grant any right or license to make, use, import, offer for sale or sell any Product, in the Territory, in each case, which would constitute a grant of Ex-US Commercial Rights or OB/Gyn Commercial Rights. 5.3 Covenants. (a) Each Party hereby covenants to the other Party that, during the Term in the Territory: (i) it will immediately remove any Sales Representative from having any responsibilities relating to Promotion of the Product under this Agreement if required by Applicable Laws, including if such Party determines that such Sales Representative is Debarred/Excluded; (ii) it will promptly remove any Sales Representative from having any responsibilities relating to the Promotion of the Product under this Agreement if, following an investigation, it is determined that there has been a significant violation of any Applicable Laws, or the Party's Applicable Compliance/Review Policies by such Sales Representative; and (iii) it will not knowingly make any untrue or misleading statements or comments about the Product. (b) Pfizer hereby covenants to Exact that, during the Term in the Territory, it, its Affiliates and its Sales Representatives will not (i) Promote the Product outside of the Territory or the Co-Promote Field; or (ii) disparage or present in a negative light the Product in the performance of its obligations hereunder; provided that nothing herein shall be interpreted to preclude Pfizer from (A) describing any risks of a Product set forth in the Product Label or (B) making truthful statements about the Products to the extent required by Applicable Laws, in connection with any litigation or in response to any question, inquiry or request for information when required by legal process (e.g., a valid subpoena or other similar compulsion of law) or as part of a government investigation. (c) Exact hereby covenants that neither Exact nor its Affiliates shall sue Pfizer and its Affiliates under any Exact Patent Rights solely with respect to any activities carried out by Pfizer or its Affiliates under, and to the extent in compliance with, this Agreement, including its and their activities to Promote and Detail the Product in the Co-Promote Field in the Territory during the Term of this Agreement and in compliance with this Agreement. 39

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5.4 Compliance with Law and Ethical Business Practices. In addition to the other representations, warranties and covenants made by each Party under this Agreement, each Party hereby represents, warrants and covenants to the other Party that, during the Term in the Territory: (a) it is, and will remain during the Term, licensed, registered and/or qualified under Applicable Law to do business, and has obtained such licenses, consents, authorizations or completed such registration or made such notifications as may be necessary or required by Applicable Law to perform its obligations under this Agreement; (b) it will perform its obligations under this Agreement in material compliance with this Agreement and any applicable Annual Marketing Plan, its Applicable Compliance/Review Policies and Applicable Laws (including the FD&C Act, the Anti- Kickback Statute (42 U.S.C. 1320a-7b), Civil Monetary Penalty Statute (42 U.S.C. 1320a-7a), the False Claims Act (31 U.S.C. 3729 et seq.), comparable state statutes, the regulations promulgated under all such statutes, and the regulations issued by the FDA); (c) in connection with the activities contemplated by this Agreement, to each Party's knowledge, it has been, and during the Term will be, in compliance with all applicable U.S. trade laws, including those related to, import controls, export controls, or economic sanctions; (d) it will ensure its own compliance with all Applicable Laws; (e) with respect to the Product and any payments or services provided under this Agreement, such Party has not taken, and during the Term will not take, any action, directly or indirectly, to offer, promise or pay, or authorize the offer or payment of, any money or anything of value in order to improperly or corruptly seek to influence any Government Official in order to gain an improper advantage, and has not accepted, and will not accept in the future such payment; (f) each Party hereby certifies that it has implemented and will maintain and enforce a compliance and ethics program designed to prevent and detect violations of Applicable Laws throughout its operations (including Affiliates) and the operations of its Representatives that have responsibility for Product, payments, or services provided under the Agreement, including by implementing policies and procedures setting out rules governing interactions with healthcare professionals and Government Officials; the engagement of third parties, and where appropriate, due diligence; and the investigation, documentation, and remediation of any allegations, findings, or reports related to a potential violation of its Applicable Compliance/Review Policies. Such compliance program shall include at a minimum, compliance officer, compliance committee(s), policies and procedures relating to (i) sales, medical, Promotional and Marketing activities for the Product, (ii) regular auditing and monitoring, (iii) training 40

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on sales, medical, Promotional and Marketing activities and the relevant legal requirements regarding such activities, (iv) methods to raise questions or concerns internally (e.g., via a hotline) without fear of retribution or retaliation, (v) processes for investigating and documenting any compliance concerns or allegations raised, findings or reports related to a potential violation of Applicable Laws, and (vi) taking remedial, corrective action and/or disciplinary action, as appropriate; (g) has implemented, and will maintain and enforce, a system of internal accounting controls designed to ensure the making and keeping of fair and accurate books, records, and accounts with respect to products, payments, or services provided under this Agreement, and regularly monitors and audits its business activities to ensure compliance with its Applicable Compliance/Review Policies and the adequacy of internal controls, and implements remediation in response to identified issues; (h) it will (A) maintain truthful and complete documentation supporting, in reasonable detail, the work performed and any expenses incurred in connection with this Agreement and any products, payments, or services provided under this Agreement and (B) maintain financial books and records that timely, fairly, accurately, and completely reflect all financial transactions, in accordance with all Applicable Laws (for example, invoices, reports, statements, books, and other records), and shall maintain such books and records during the Term of the Agreement and for three years after final payment has been made under the Agreement; (i) it provides, and during the Term will provide, training to Representatives providing services in connection with this Agreement; (j) every year of this Agreement that coincides with the term of the Corporate Integrity Agreement (CIA) entered into on May 23, 2018 between Pfizer and the United States Department of Health and Human Services, Office of Inspector General, Pfizer will send a letter to Exact that: (A) summarizes Pfizer's obligations under the CIA, (B) expresses Pfizer's commitment to full compliance with all federal health care program requirements, (C) describes the Pfizer Compliance Program and (D) includes a copy of (or includes a link to) Pfizer's code of conduct (referred to as the Blue Book). Within thirty (30) days of receipt of this letter, Exact shall respond in writing to the contact information included in Pfizer's letter that Exact shall: (1) make Pfizer's code of conduct and a description of the Pfizer Compliance Program available to its employees engaged in activities related to the Agreement or (2) represent to Pfizer that it has and enforces a substantially comparable code of conduct and compliance program for its employees who have responsibilities related to the Agreement; and (k) with respect to the Product and any payments made or services provided under this Agreement: 41

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(i) in the event that such Party receives a report of or otherwise becomes aware of a potential violation of its Applicable Compliance/Review Policies, the Party will perform an investigation in accordance with its established policies and procedures and will take all necessary and appropriate responsive, and corrective actions, including disciplinary actions (up to and including termination of any employee, contractor, agent, sub-contractor, customer, vendor or other Person that the Party believes was responsible); (ii) such Party has implemented, and will at all times during the Term maintain, adequate policies and procedures describing the materials and information that may be distributed or discussed by the Party's Sales Representatives related to the Product and the manner in which such Persons should handle unsolicited requests for information related to off-label uses of the Product, which policies and procedures shall be designed to ensure compliance with Applicable Laws and regulations; (iii) such Party regularly reviews its Applicable Compliance/Review Policies as part of its internal processes of improvement, and, from time to time, benchmarks them against the standards of the industry; (iv) such Party has implemented, and will at all times during the Term maintain, adequate systems, policies, and procedures to screen before hire and annually thereafter all prospective and current Representatives conducting activities with respect to the Product against (A) the List of Excluded Individuals/Entities compiled by the Office of the Inspector General in the Department of Health and Human Services and (B) the General Services Administration's List of Parties Excluded from Federal Programs, which policies and procedures require each Party's prospective and current Representatives conducting activities with respect to the Product to disclose immediately to the Party that such Representative is or may become Debarred/Excluded; (v) neither Party shall provide funding to the other Party for charitable donations to independent charities that provide financial assistance to patients, including sharing costs associated with such donations; provide information to the other Party concerning its own such donations; or seek to obtain information about such donations from the other Party. Each Party shall have appropriate policies and procedures to ensure that such donations comply with Applicable Law and current government guidance, including without limitation guidance issued by the U.S. Department of Health and Human Services, Office of Inspector General, and shall operate consistent with those policies and procedures. Unless a Party does not and will not make such donations during the Term of the Agreement, if a Party does not have appropriate policies and procedures in place on 42

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the Effective Date, the Party must implement such policies and procedures within thirty (30) days of the Effective Date. Either Party may request copies of such policies and procedures of the other Party in order to confirm compliance with the requirements of this Section; (vi) certifies that in connection with this Agreement, such Party's compensation system for its Representatives that perform any Marketing, Promotion, or sales activities related to the Product is designed to ensure that financial incentives do not inappropriately motivate such Representative to engage in improper or illegal Promotion, sales or Marketing of the Product (including off-label Promotion of the Product), and excludes from Incentive Compensation sales that may be attributable to the off-label use of the Product; and (vii) in connection with this Agreement, each Party's call planning system for its Sales Representatives that call upon health care professionals or health care institutions for any Promotional or sales activities related to the Product is designed to ensure that such Sales Representatives do not call upon health care professionals or health care institutions that are not likely to prescribe or use the Product for an on-label use. 5.5 Notice of Investigations. Each Party shall promptly notify the other Party in the event that it becomes subject to or aware of any FDA or other Governmental Authority inspection, investigation, or other inquiry or a FDA warning letter, untitled letter, or other material governmental notice or communication relating to the services or products covered by this Agreement promptly after the Party becomes aware of such inspection, investigation, inquiry, letter, notice, or communication, except to the extent that the disclosing Party's counsel reasonably believes that such disclosure to the other Party could violate Applicable Laws (including privacy laws) or have a significant adverse impact on the disclosing Party's legal position or defense (including the loss of attorney-client privilege) with respect to any such inspection, investigation or other inquiry. In the event that the Party determines that disclosure could violate Applicable Laws (including privacy laws) or have a significant adverse impact on the disclosing Party's legal position or defense (including the loss of attorney-client privilege), the Party shall promptly notify the other Party that it is exercising its right not to make such disclosure. 5.6 Representation by Legal Counsel. Each Party hereto represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such terms and provisions. 5.7 No Inconsistent Agreements. Neither Party shall enter into any oral or written agreement or arrangement that would be inconsistent with its obligations under this Agreement. 43

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5.8 Disclaimer. THE FOREGOING WARRANTIES OF EACH PARTY ARE IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE ALL OF WHICH ARE HEREBY SPECIFICALLY EXCLUDED AND DISCLAIMED. 6. INDEMNIFICATION; LIMITATION OF LIABILITY AND INSURANCE. 6.1 Indemnification. (a) Indemnification by Exact. Exact shall indemnify, defend and hold Pfizer, its Affiliates and their respective Representatives (the Pfizer Indemnitees) harmless from any claims, damages, actions, liabilities, losses, costs and expenses, including attorneys' fees incurred in defending against them, (hereinafter Claims) of a Third Party arising out of (A) the manufacture, Marketing, education, Promotion, importation or use of the Product or the performance of the Product Laboratory Service by Exact or its Representatives; (B) any breach by Exact of any of its representations, warranties or obligations under this Agreement; or (C) any negligent or wrongful act or omission of Exact; and (D) any alleged patent infringement, regardless of direct, contributory or inducement, by Pfizer, its Affiliates or their respective Representatives, as a result of the performance of Pfizer's obligations under this Agreement; except, in each case (A) - (D), to the extent such Claims arise out of any breach by any Pfizer Indemnitee of any of its obligations under this Agreement, or any negligent or wrongful act or omission of any Pfizer Indemnitee. (b) Indemnification by Pfizer. Pfizer shall indemnify, defend and hold Exact, its Affiliates and their respective Representatives (the Exact Indemnitees), harmless from any Claims of a Third Party, to the extent arising out of (i) any breach by Pfizer of any of its representations, warranties, or obligations under this Agreement or (ii) any negligent or wrongful act or omission of Pfizer, except to the extent such Claims arise out of any breach by any Exact Indemnitee of any of its obligations under this Agreement, or any negligent or wrongful act or omission of any Exact Indemnitee; provided that in no event shall Pfizer have any obligation to indemnify Exact for any product liability claim arising out of bodily injury or death arising from the use of the Product. (c) Procedure. (i) A Party believing that it is entitled to indemnification under Section 6.1 (an Indemnified Party) shall give prompt written notification to the other Party (the Indemnifying Party) of the commencement of any Claim by a Third Party for which indemnification may be sought or, if earlier, upon the assertion of any such Claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party Claim as provided 44

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in this Section 6.1(c) shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually materially prejudiced as a result of such failure to give notice). Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Claim with counsel reasonably satisfactory to the Indemnified Party. If a Party believes that a Claim presented to it for indemnification is one as to which the Party seeking indemnification is not entitled to indemnification under Section 6.1, it shall so notify the Party seeking indemnification. (ii) If the Indemnifying Party elects to assume the defense of such Claim, the Indemnified Party may participate in such defense at its own expense; provided that if the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith. (iii) The Indemnifying Party shall keep the Indemnified Party advised of the status of such Claim and the defense thereof and shall consider recommendations made by the Indemnified Party with respect thereto. (iv) The Indemnified Party shall not agree to any settlement of such Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not agree to any settlement of such Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party or adversely affects the Indemnified Party without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. 6.2 Insurance Requirements. Each Party agrees to obtain and maintain, during the Term and for five (5) years after the Term, commercial general liability insurance, including products liability insurance, with minimum A- AM Best rated insurance carriers, in each case with limits of not less than five million dollars ($5,000,000) per occurrence and in the aggregate. All deductibles/retentions will be the responsibility of the named insured. Pfizer and its Affiliates will be an additional insured on Exact's commercial general liability and products liability policies, and be provided with a waiver of subrogation. To the extent of its culpability, all coverages of Exact will be primary and non-contributing with any similar insurance carried by Pfizer. Notwithstanding any provision of this Section 6.2 to the contrary, Pfizer may meet its obligations under this Section 6.2 through self-insurance. 45

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Neither Party's insurance will be construed to create a limit of liability with respect to its indemnification obligations under this Section 6. 6.3 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS OF A PARTY UNDER SECTION 6.1, (B) A BREACH OF SECTION 7 BY A PARTY OR (C) THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES OR PENALTIES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. 7. CONFIDENTIALITY; PUBLICITY. 7.1 Confidentiality. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for five (5) years thereafter, each Party (the Receiving Party), receiving any Confidential Information of the other Party (the Disclosing Party) hereunder shall keep such Confidential Information confidential and shall not publish or otherwise disclose or use such Confidential Information for any purpose other than as provided for in this Agreement. Confidential Information means any technical, scientific, regulatory, commercial, business or other information provided by or on behalf of the Disclosing Party to the Receiving Party pursuant to this Agreement or otherwise relating to or disclosed during any transaction contemplated hereby (including information disclosed prior to the Effective Date under a confidentiality agreement in contemplation of this Agreement), including information relating to the terms of this Agreement or the Product, and the scientific, regulatory or business affairs or other activities of either Party; provided that, Confidential Information shall not include any information that the Receiving Party can establish: (a) was already known to the Receiving Party (other than under an obligation of confidentiality), at the time of disclosure by the Disclosing Party and such Receiving Party has documentary evidence to that effect; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure or development, as the case may be, and other than through any act or omission of a Party in breach of this confidentiality obligation; (d) was disclosed to that Party, other than under an obligation of confidentiality, by a Third Party who had no obligation, directly or indirectly, to the Disclosing Party, not to disclose such information to others; or 46

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(e) was independently discovered or developed by or on behalf of the Receiving Party without the use of the Confidential Information belonging to the other Party and the Receiving Party has documentary evidence to that effect. 7.2 Authorized Disclosure and Use. (a) Disclosure. Notwithstanding the foregoing Section 7.1, each Party may disclose to Third Parties Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary to: (i) prosecute or defend litigation, (ii) exercise or enforce rights hereunder; provided that such disclosure is covered by terms of confidentiality no less stringent than those set forth herein, and (iii) comply with inquires by a Governmental Authority or subpoena issued by a Governmental Authority or a court of competent jurisdiction. In the event a Party shall deem it necessary to disclose pursuant to this Section 7.2 Confidential Information belonging to the other Party, the Disclosing Party shall to the extent possible give reasonable advance notice of such disclosure to the other Party and take reasonable measures to ensure confidential treatment of such information. (b) Use. Notwithstanding the foregoing Section 7.1, during the Term, each Party shall have the right to use the other Party's Confidential Information in carrying out its respective responsibilities under this Agreement. 7.3 Certain Regulatory Filings. Either Party may disclose the terms of this Agreement to the extent required, in the reasonable opinion of such Party's legal counsel, to comply with Applicable Laws, including the rules and regulations promulgated by the United States Securities and Exchange Commission or by any stock exchange or regulatory body to which the Party is subject. Before disclosing this Agreement or any of the terms hereof pursuant to this Section 7.3, the Parties will consult with one another regarding the terms in this Agreement to be redacted in making any such disclosure. If a Party discloses this Agreement or any of the terms hereof in accordance with this Section 7.3, such Party agrees, at its own expense, to seek confidential treatment of portions of this Agreement or such terms, as may be reasonably requested by the other Party. 7.4 Public Announcements. The Parties shall agree upon a joint press release to announce the execution of this Agreement, a copy of which is attached as Exhibit 7.4.Neither Party shall issue any news release or other public announcement relating to this Agreement except as set forth in Exhibit 7.4, including any of its terms, or to the performance of either Party hereunder, without the prior written approval of the other Party; provided that nothing in this Agreement shall prohibit Exact from making required disclosures or filings required by Applicable Law or by the rules 47

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and regulations of any securities exchange. Once the text or substance of any announcement has been so approved, it may be repeated without further approval. 7.5 Use of Names. Except as described in this Agreement and as may be required by Applicable Law, neither Party shall distribute or have distributed any publicity or information which bears the name of the other without the prior written approval of the other. 8. TERM AND TERMINATION. 8.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in effect through December 31, 2021 and any Renewal Term (the Term), unless terminated earlier as set forth herein. 8.2 Renewal. This Agreement may be renewed for an additional one year term (Renewal Term) upon mutual written agreement of the Parties. Ninety (90) days prior to the beginning of the Renewal Term, or as far in advance as practicable if the Parties agree to a Renewal Term less than ninety (90) days prior the commencement of such Renewal Term, the Parties shall agree to a Baseline Laboratory Service Revenue, Baseline M&P Expenses and Shared M&P Expenses for the Renewal Term. All other terms of this Agreement shall remain the same through the Renewal Term. 8.3 Termination for Cause. This Agreement may be terminated at any time by either Party effective: (a) upon thirty (30) days prior written notice if the other Party fails to make the required investments pursuant to Sections 3.5 or 3.6, as applicable, or pay any amount properly due under this Agreement; provided that neither Party may terminate if the failure of the other Party to meet the investment requirements under Sections 3.5 or 3.6, as applicable, is de minimis or not material; provided, further, that any such termination shall only become effective if the allegedly breaching Party fails to remedy or cure such breach or default prior to the end of such thirty (30) day period. If, prior to the end of such thirty (30) day period, the allegedly breaching Party remedies or cures such breach or default to the reasonable satisfaction of the non-breaching Party, this Agreement shall remain in full force and effect; (b) upon sixty (60) days prior written notice if the other Party materially breaches its representations, warranties or obligations under this Agreement; provided, however, that any such termination shall only become effective if the allegedly breaching Party fails to remedy or cure such breach or default prior to the end of such sixty (60) day period. If, prior to the end of such sixty (60) day period, the allegedly breaching Party remedies or cures such breach or default to the reasonable satisfaction of the non-breaching Party, this Agreement shall remain in full force and effect; 48

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

(c) immediately upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy; or (d) immediately upon notice to the other Party, if such Party (the Violating Party) is convicted of violating any Applicable Law, including applicable anti-corruption laws, bribery and corruption of public officials as well as private persons and entities, in connection with its activities under this Agreement and such violation materially adversely affects the ability of either Party to perform its obligations under this Agreement. The Violating Party shall be liable for damages or remedies as provided by law. 8.4 Termination Without Cause. After the date that is eighteen (18) months after the Effective Date, either Party may terminate this Agreement upon six (6) months prior written notice to the other Party. 8.5 Mutual Termination. This Agreement may be terminated at any time by mutual written consent of the Parties. 8.6 Termination for Change of Control. This Agreement may be terminated by either Party upon six (6) months written notice following a Change of Control of Exact; provided that such notice is given within thirty (30) days of the consummation of such Change of Control. 8.7 Royalty Upon Expiration. After the expiration of the Term or termination pursuant to Section 8.4 by either Party or Section 8.6 by Exact, based on cumulative Incremental Laboratory Services Revenue achieved during the Term or up to the termination date, Exact agrees to pay Pfizer the applicable royalty payment set forth below for twelve (12) consecutive Calendar Quarters following the expiration of the Term (the Tail Period); provided, however, the Tail Period shall be reduced to the number of full Calendar Quarters completed during the Term if less than twelve (12) Calendar Quarters if either Party terminates the Agreement without cause pursuant to Section 8.4 or Exact terminates as a result of a Change of Control pursuant to Section 8.6. Such royalty payment shall be payable to Pfizer within thirty (30) days of the end of each Calendar Quarter. Royalty payments shall be determined by multiplying the Laboratory Services Revenue and the applicable royalty rate from the chart below. Cumulative Incremental Laboratory Services Revenue during the Term Applicable Royalty Rate If < $200 million 0% If > $200 million and < $400 million 1% If > $400 million and < $600 million 2% If > $600 million 3% 49

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

For example, if the cumulative Incremental Laboratory Services Revenue achieved during the Term is $500 million, the applicable royalty rate is 2%. The royalty payable by Exact to Pfizer at the end of each Calendar Quarter after the Term is 2% of Laboratory Service Revenues for the applicable Calendar Quarter. 8.8 Consequences of Termination. (a) In the event of any termination under this Agreement, (i) Pfizer shall have no obligation to invest Shared M&P Expenses pursuant to Section 3.5 as of the effective date of the termination (except as set forth below), (ii) Pfizer shall cease to make any commitments under Section 3.2(d) as of the date of notice of termination, unless Exact notifies Pfizer pursuant to Section 8.8(b) and (iii) neither Party shall have any obligation to reimburse the other Party for any expenses for activities conducted after the effective date of such termination unless such expenses were incurred prior to termination. Notwithstanding the above, Exact agrees to pay any financial commitment made by Pfizer pursuant to Section 3.2(d) and Exhibit 3.2(d) to Third Parties following the effective date of termination; provided that such amounts conform with the then-current Annual Marketing Plan, including the budget. (b) Exact shall use commercially reasonable efforts to provide six (6) month notice prior to the expiry of the Term, or in the case of termination by Pfizer under Section 8.4, within the applicable notice period in advance of the effective date of such termination, that Exact intends for Pfizer to continue providing Advertising services for the Product pursuant to Section 3.2(d). Thereafter, the Parties will use good faith efforts to agree to the Advertising services that will be provided by Pfizer during the Tail Period in accordance with Section 3.2(d) and Exhibit 8.8(b). For clarity, Pfizer's obligation to provide Advertising services during the Tail Period is limited to the expiry of the Term or termination by Pfizer pursuant to Section 8.4, or termination by Exact pursuant to Section 8.3. (c) In the event Exact terminates this Agreement for cause pursuant to Section 8.3 or Pfizer terminates this Agreement without cause pursuant to Section 8.4, Exact shall not be obligated to pay Pfizer a supplemental Promotion Fee pursuant to Section 4.2(c) for the Calendar Year, or any portion of such Calendar Year in which such termination occurs. 8.9 Survival of Certain Obligations. Expiration or termination of the Agreement shall not relieve the Parties of any obligation accruing before such expiration or termination, and the provisions of Sections 1 (Definitions), 2.5 (Alliance Managers), 3.2(d) (Advertising), 3.2(e)(iii) (Return of Training Materials), 3.2(j) (Customer Service Activities; Safety Reporting), 4.4 (Taxes and Withholding); 4.7 (Maintenance of Records; Audits), 6 (Indemnification; Limitation of Liability; Insurance), 7 (Confidentiality; Publicity); 8 (Term and Termination) and 9 (Miscellaneous) inclusive, shall survive the expiration of the Agreement. Any expiration or early termination of this Agreement shall be without prejudice to the 50

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

rights of either Party against the other accrued or accruing under this Agreement before termination. 9. MISCELLANEOUS. 9.1 Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the plural (and vice versa), (b) the words include, includes and including will be deemed to be followed by the phrase without limitation, (c) the word will will be construed to have the same meaning and effect as the word shall, (d) any reference herein to any Person will be construed to include the Person's successors and assigns, (e) the words herein, hereof and hereunder, and words of similar import, will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (f) all references herein to Sections or Exhibits will be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (g) the word notice means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (h) provisions that require a Party, the Parties or any committee hereunder to agree, consent or approve or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding text and instant messaging), (i) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include any amendments thereto or any replacement or successor law, rule or regulation thereof, and (j) the term or will be interpreted in the inclusive sense commonly associated with the term and/or. 9.2 Assignment. This Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may, without consent of the other Party, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate of such Party, or in whole to its successor in interest in connection with the sale of all or substantially all of its stock or its assets to which this Agreement relates, or in connection with a merger, acquisition or similar transaction. Any attempted assignment not in accordance with the foregoing shall be null and void and of no legal effect. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. The terms and conditions of this Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respected successors and permitted assigns. 9.3 Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of the Agreement. 9.4 Force Majeure. Each Party will be excused from the performance of its obligations under this Agreement to the extent that such performance is prevented by force 51

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

majeure (defined below) and the nonperforming Party promptly provides notice of the prevention to the other Party. Such excuse will be continued so long as the condition constituting force majeure continues and the nonperforming Party takes commercially reasonable efforts to remove the condition; provided that if any delay in performance due to force majeure continues for a period of six (6) months or more, then the other Party will have the right to terminate this Agreement immediately upon written notice. For purposes of this Agreement, force majeure will include conditions beyond the control of the Parties, including an act of God, voluntary or involuntary compliance with any regulation, law or order of any government, war, act of terror, civil commotion, labor strike or lock-out, epidemic, failure or default of public utilities or common carriers, destruction of production facilities or materials by fire, earthquake, storm or like catastrophe. 9.5 Notices. All notices and other communications required or permitted hereunder (including any notice of force majeure, breach, termination, change of address, etc.) shall be in writing and will be deemed given (a) upon receipt if delivered personally or by facsimile transmission (receipt verified), (b) five (5) days after being deposited in the mail if mailed by registered or certified mail (return receipt requested) postage prepaid or (c) on the next Business Day if sent by overnight delivery using a nationally recognized express courier service and specifying next Business Day delivery (receipt verified), and will be sent to the Parties at the following addresses or facsimile numbers, as applicable, (or at such other address or facsimile number for a Party as will be specified by like notice; provided, however, that notices of a change of address will be effective only upon receipt thereof): All correspondence to Pfizer shall be addressed as follows: Pfizer Inc. 235 East 42nd Street New York, New York 10017 Attn: General Counsel Fax: (212) 309-0874 With a copy to: Pfizer Inc. 235 East 42 Street New York, New York 10017 Attn: Regional President, North America, Internal Medicine And Pfizer Inc. 235 East 42 Street New York, New York 10017 Attn: Chief Counsel, Internal Medicine All correspondence to Exact shall be addressed as follows: 52

nd

nd

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

Exact Sciences Corporation 441 Charmany Drive Madison, Wisconsin 53719 Attn: General Counsel Fax: (608) 284-5701 With a copy to: Exact Sciences Corporation 441 Charmany Drive Madison, Wisconsin 53719 Attn: CEO 9.6 Amendment. No amendment, modification or supplement of any provision of this Agreement shall be valid or effective unless made in a writing signed by a duly authorized officer of each Party and delivered to each of the Parties. 9.7 Waiver. No provision of the Agreement shall be waived by any act, omission or knowledge of a Party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party. The failure of either Party to require the performance of any term of this Agreement, or the waiver of either Party of any breach of this Agreement, shall not prevent a subsequent exercise or enforcement of such terms or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. 9.8 Severability. If any clause or portion thereof in this Agreement is for any reason held to be invalid, illegal or unenforceable, the same shall not affect any other portion of this Agreement, as it is the intent of the Parties that this Agreement shall be construed in such fashion as to maintain its existence, validity and enforceability to the greatest extent possible. In any such event, this Agreement shall be construed as if such clause of portion thereof had never been contained in this Agreement, and there shall be deemed substituted therefor such provision as will most nearly carry out the intent of the Parties as expressed in this Agreement to the fullest extent permitted by Applicable Law. 9.9 Descriptive Headings. The descriptive headings of this Agreement are for convenience and reference purposes only, and shall be of no force or effect in construing or interpreting any of the provisions of this Agreement. 9.10 Governing Law. This Agreement shall be governed by and interpreted in accordance with the substantive laws of the State of New York, without regard to conflict of law principles thereof. 9.11 Dispute Resolution. The Parties recognize that a bona fide dispute as to certain matters may from time to time arise during the term of this Agreement that relate to any Party's rights or obligations hereunder. In the event of the occurrence of any dispute arising out of or relating to this Agreement (other than a Disputed JSC 53

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

Matter, which shall be resolved as provided in Section 2.1, a Disputed JOC Matter, which shall be resolved as provided in Section 2.2 and Disputed JRC Matter, which shall be resolved as provided in Section 2.3), including any question regarding its existence, validity or termination (a Dispute), any Party may, by written notice to the other, have such Dispute referred to their respective Senior Officer or such Senior Officer's designee, for attempted resolution by good faith negotiations within thirty (30) days after such notice is received. Any negotiations regarding a Dispute are confidential and shall be treated as compromise and settlement negotiations for purposes of the U.S. Federal Rules of Evidence and any similar rules of evidence. 9.12 Entire Agreement of the Parties. This Agreement constitutes and contains the complete, final and exclusive understanding and agreement of the Parties and cancels and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether oral or written, among the Parties respecting the subject matter hereof and thereof. 9.13 Independent Contractors. Both Parties are independent contractors under this Agreement. Nothing herein contained shall be deemed to create an employment, agency, joint venture or partnership relationship between the Parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party shall have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever. Neither Party shall have any responsibility for the hiring, termination, compensation or benefits of the other Party's employees. 9.14 No Legal Advice. Each Party acknowledges and agrees that the other Party and the other Party's attorneys are not representing such Party during the course of or in connection with any activities under this Agreement and that, unless otherwise expressly agreed in writing by the other Party's attorneys, any opinions expressed by the other Party or the other Party's attorneys with respect to any marketing or promotional materials or the activities of either Party under this Agreement shall not be considered to be legal advice regardless of whether or not related to a legal or regulatory matter. 9.15 Counterparts. This Agreement may be executed in two (2) counterparts, each of which will be an original and both of which will constitute together the same document. Counterparts may be signed and delivered by facsimile or digital file, each of which will be binding when received by the applicable Party. (remainder of page intentionally left blank) 54

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018

IN WITNESS WHEREOF, duly authorized representatives of the Parties have duly executed this Agreement to be effective as of the Effective Date. PFIZER INC. EXACT SCIENCES CORPORATION By /s/ Michael Gladstone By /s/ Kevin Conroy Name: Michael Gladstone Name: Kevin Conroy Title: Global President, Internal Medicine Title: Chairman & Chief Executive Officer Pfizer Innovative Health Signature Page

Source: EXACT SCIENCES CORP, 8-K, 8/22/2018
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
Pfizer and its Affiliates will be an additional insured on Exact's commercial general liability and products liability policies, and be provided with a waiver of subrogation.

EXHIBIT 10.14

ENDORSEMENT AGREEMENT

THIS ENDORSEMENT AGREEMENT (this Agreement), made and entered into as of May 31, 1999, by and between FAMOUS FIXINS, INC., 250 West 57th Street, Suite 2501, New York, New York 10107 (Company) and PEY DIRT, INC. (Pey Dirt).

WITNESSETH

WHEREAS, Company desires to obtain the right to use the name, likeness and endorsement of Peyton Manning (hereinafter called Manning) in connection with the advertisement, promotion and sale of Company's Products (hereinafter defined); and

WHEREAS, Manning has granted such rights to Pey Dirt together with the right to sublicense such rights.

NOW, THEREFORE, for and in consideration of the premises and of the mutual promises and conditions herein contained, the parties do hereby agree as follows:

1. Definitions. As used herein, the following terms shall be defined as set forth below:

(a) Contract Period shall mean that period of time commencing as of May 31, 1999 and concluding May 31, 2000.

(b) Contract Territory shall mean the states of Indianapolis and Tennessee and Company's e-commerce site.

(c) Contract Year Quarter shall mean each 3 consecutive month period occurring during any Contract Year (Contract Year meaning any twelve month period herein commencing as of June 1) (so that, by way of example, the first Contract Year Quarter of the first Contract Year commences as of June 1, 1999, the second commences on September 1, 1999, etc.).

(d) Endorsed Products shall mean all Products of Company which have the Manning Identification (defined below) highlighted as a part thereof (in the Products' name or otherwise) or which are shipped in containers or packages bearing the Manning Identification.

(e) Manning Identification shall mean any words or symbols or photographic or graphic representations or combinations thereof which identify Manning such as, for example, the name and likeness of Manning.

(f) Premium Program shall mean any traffic builder, third party tie-in program or other program involving the use of a premium and shall include any program primarily designed to attract the consumer to purchase a product or service other than Endorsed Products themselves.

(g) Products shall mean cold breakfast cereals.

2. Grant of Endorsement Rights. (a) Pey Dirt grants to Company the exclusive right and license to use Manning Identification within the Contract Territory during the Contract Period in connection with the advertisement and promotion by Company of Products in television, radio, print and point of purchase. Pey Dirt also grants to Company, subject to all of the terms and conditions herein, the non-exclusive right to use the Manning Identification in connection with certain merchandise that may be featured on the back panel of the Endorsed Products packaging, said merchandise to be subject to Pey Dirt's sole and exclusive discretion and approval. Notwithstanding anything herein to the contrary, it is specifically agreed that the Manning Identification cannot be used, in whole or in part, in connection with (i) Premium Programs and/or (ii) any multi-media use except for Company's e- commerce site. Pey Dirt expressly agrees that the right to use Manning Identification will not be granted to anyone other than Company for use within the Contract Territory during the Contract Period in connection with the advertisement, promotion and sale of Products. Anything herein to the contrary notwithstanding, Company shall not have the right to distribute photographs of Manning which are larger than 5 x 7.

(b) Company agrees that during the Contract Period it will use its best efforts actively and aggressively to (i) promote the sale of all Endorsed Products in the Contract Territory, and (ii) prevent the sale of any Endorsed Products outside the Contract Territory. Failure of Company to comply with the provisions of this Section 2(b) shall entitle Pey Dirt to revoke this license immediately (notwithstanding any other provision in this Agreement to the contrary).

(c) Pey Dirt has the right to terminate this Agreement immediately if Company's Endorsed Products are not being distributed in the Contract Territory to a significant number of stores by October 1, 1999.

3. Approvals. Company agrees that no use whatsoever of Manning Identification nor any item used in connection with Manning Identification (including, without limitation, advertising) will be made hereunder unless

and until the same has been approved by Pey Dirt. Pey Dirt agrees that any material, advertising or otherwise, submitted for approval as provided herein may be deemed by Company to have been approved hereunder if the same is not disapproved in writing within fourteen (14) days after receipt thereof. Pey Dirt agrees that any material submitted hereunder will not be unreasonably disapproved and, if it is disapproved, that Company will be advised of the specific grounds therefor. Company agrees to protect, indemnify and save harmless Pey Dirt and Manning, or either of them, from and against any and

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all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with, any advertising material furnished by, or on behalf of, Company.

4. Remuneration. (a) Within thirty (30) days following the conclusion of each Contract Year Quarter, Company shall deliver to Pey Dirt an itemized statement setting forth the total shipments of Endorsed Products during said Contract Year Quarter and, at the same time, shall pay to Pey Dirt a royalty with respect to such shipments as hereinafter provided. Such royalties shall be based upon the actual invoice price of such shipments, exclusive only of shipping charges and sales taxes, and shall be at the rate of 8.5% of the total of said invoice prices with a minimum invoice price of $2.50 per box.

(b) In addition to the royalty payments set forth above, Company agrees to grant Pey Dirt an option to purchase an aggregate of 50,000 shares of Company's publicly traded and registered stock (the Shares) at an exercise price of $0.15 per share (the Option), which Option shall vest and become unrestricted when the SEC declares Company's registration statement effective (anticipated to be no later than November 30, 1999) and shall be exercisable until June 30, 2004. As further inducement to Pey Dirt to enter into this Agreement, Company and Pey Dirt will enter into that certain Option Agreement dated as of the date of this Agreement, which shall govern all aspects of the Option.

(c) Further, Pey Dirt will be entitled to fifty percent (50%) of all gross profits (i.e., gross revenues less only Company's actual out-of-pocket costs of obtaining the raw merchandise) generated from merchandise related to the Endorsed Products and/or the Manning Identification, said merchandise to be advertised exclusively on the back panel of each box of Endorsed Products. Except for the advertising of merchandise related to the Endorsed Products and/or the Manning Identification, no other use of the back panel of each box of Endorsed Products is permitted without Pey Dirt's prior written consent. It is agreed that all such merchandise must be mutually approved in all respects by the parties hereto, including, without limitation, the style, design and cost thereof.

(d) In addition to and separate from any other remuneration hereunder, if Company uses any performance or service of Manning hereunder in any way that is subject to the jurisdiction of any applicable artists' union, guild or other organization (including, without limitation, SAG and AFTRA), either during or after the Contract Period, Company shall pay directly to such organization all minimum payments or fees (for benefit plans or otherwise) required to be made with respect to Manning's performance or services.

(e) If, at any time during the Contract Period, Company shall enter into any agreement (the terms of what are significantly the same as the terms hereof) in connection with the production and sale of Company's products using the name, likeness, photographic representation or signature of any other National Football League quarterback (active or retired), which agreement provides for the payment to such individual of remuneration in excess of that set forth herein, then Company agrees it will immediately so notify Pey Dirt

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and, at the same time, shall, retroactive to the effective date of such other agreement, increase the rate of remuneration paid to Pey Dirt hereunder up to the highest then-current rate paid by Company to any such National Football League quarterback (active or retired) for a regional endorsement deal.

5. Notices and Submissions. Pey Dirt hereby designates International Merchandising Corporation, IMG Center, Suite 100, 1360 East 9th Street, Cleveland, Ohio 44114, Attn.: Peter Johnson, as Pey Dirt's authorized agent for all purposes hereunder. All notices, submissions and/or requests for approval to be made, obtained or delivered by Company to Pey Dirt pursuant to this Agreement shall be delivered to said address free of all charges such as, for example, shipping charges and customs charges. In the event that any such charges are paid by Pey Dirt or by Pey Dirt's authorized agent, Company agrees to make prompt reimbursement.

6. Payments; Books and Records. (a) Pey Dirt may elect to have

payments made by check, wire transfer or bank transfer. Unless such election has been made in writing, all payments shall be made by check drawn to the order of Pey Dirt, Inc. and delivered to IMG, Suite 100, 1360 East 9th Street, Cleveland, Ohio 44114, Attn.: Peter Johnson. Past due payments hereunder shall bear interest at the rate of (i) one and one-half percent (1-1/2%) per month, or (ii) the maximum interest rate permissible under law, whichever is less.

(b) Company agrees that it will keep accurate and complete records and books of account showing all Endorsed Products shipped by it and the price thereof. Pey Dirt, or its representatives, shall, upon two weeks' written notice, have the right at all reasonable times (prior to the expiration of two (2) years after the termination of the Contract Period) to inspect and make copies of the books and records of Company insofar as they shall relate to the computation of royalties to be paid to Pey Dirt hereunder and the shipment of Endorsed Products pursuant to this Agreement. In the event that any such inspections show an underreporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then Company shall pay the cost of such examination.

7. Labels/Packaging. (a) It is understood that each of the Endorsed Products shipped by Company or its container or the packaging therefor shall have affixed thereto a label or other permanent identification which includes Manning Identification.

(b) It is hereby agreed that the back panel of the Endorsed Products' packaging will feature ad copy or offers as determined by Pey Dirt and its agent, subject to Company's right to reasonably reject such materials only if such materials are clearly offensive to a majority of the populace. Any and all revenues generated by such ad copy or offers shall be disbursed in accordance with Section 4(c) above. Further, the side panel of the Endorsed Products packaging shall feature a charity or other entity of Manning's sole choice. All packaging costs shall be Company's sole responsibility.

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8. Trademarks. Should Company, at any time or times during the Contract Period, desire to register a trademark or trademarks which include Manning Identification, or which relate in any manner to Manning, and/or to register Company as a user thereof, Pey Dirt shall execute any and all documents which the parties reasonably believe to be necessary or desirable for registration or protection of such trademark or trademarks in the name of Manning. All costs related to any such trademarks shall be borne by Company, and ownership of any such trademarks shall rest solely in the name of Pey Dirt or its designee. Upon registration of any such trademark, Pey Dirt shall grant to Company a license for the use of such registered trademark on or in connection with the advertisement, promotion and sale of Endorsed Products, which license shall be coextensive and coterminous with the rights granted thereunder with respect to Manning Identification and shall require no increase in the payments set forth but shall contain such additional provisions as Pey Dirt reasonably believes are necessary for the protection of such trademark registered in the name of Manning or Pey Dirt. Company agrees that it will not file, during the Contract Period or thereafter, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of Manning Identification or any mark, design or logo intended to make reference to Manning or to identify products endorsed by Manning. In the event that, prior to the Contract Period, Company has filed one or more applications for registration of any such trademark, or otherwise has obtained any rights to such trademark, Company agrees to cause such applications and/or trademarks to be assigned and transferred to Pey Dirt forthwith.

9. Products for the Use of Pey Dirt. During the Contract Period, Company shall supply Pey Dirt and/or its agent with such amounts of Endorsed Products as Pey Dirt and/or its agent may reasonably request. Company agrees to pay all charges in connection with the delivery of Endorsed Products to Pey Dirt and/or Pey Dirt's agent, including shipping charges, air freight charges and customs charges. Company agrees to reimburse Pey Dirt's authorized agent for all such expenses incurred by it in connection with the transfer of Endorsed Products to Pey Dirt and/or Pey Dirt's agent.

10. Services of Manning. If Company desires to utilize the services of Manning as a model in connection with photographs or drawings for advertising or for personal appearances, Pey Dirt agrees, at the reasonable request of Company and upon adequate notice, to provide the services of Manning at a time and place reasonably convenient to the schedule of Manning. Company agrees that it will reimburse Pey Dirt for reasonable travel (including first class air fare), lodging, ground transportation and meal expenses incurred by Manning and one traveling companion designated by Manning. Company further agrees it will reimburse Pey Dirt's authorized agent for reasonable travel (including air fare), lodging and meal expenses incurred in providing one representative to accompany Manning. Company understands that if services are requested hereunder, such services may be coordinated with similar services for others entitled to the use of Manning Identification in other connections. Company further understands that such services may be required not more than once during the Contract Period for up to one (1) hour. In the event that Company elects to use the services of Manning in connection with television

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advertising, Company shall make all required union scale and union pension and welfare payments. Company further understands that failure to utilize services of Manning pursuant to this section shall not result in any reduction in payments to Pey Dirt hereunder, nor may the obligation to provide services be carried past the Contract Period. The obligations of Pey Dirt to provide the services of Manning hereunder are subject to the condition that payments to Pey Dirt are current and up to date.

11. Force Majeure. If, at any time during this Agreement, Pey Dirt or Manning is prevented from or hampered or interrupted or interfered with in any manner whatever in fully performing its/his duties hereunder, by reason of any present or future statute, law, ordinance, regulation, order, judgment or decree, whether legislative, executive or judicial (whether or not valid), act of God, earthquake, fire, flood, epidemic, accident, explosion, casualty, lockout, boycott, strike, labor controversy (including but not limited to threat of lockout, boycott or strike), riot, civil disturbance, war or armed conflict (whether or not there has been an official declaration of war or official statement as to the existence of a state of war), invasion, occupation, intervention of military forces, act of public enemy, embargo, delay of a common carrier, inability without default on Company's part to obtain sufficient material, labor, transportation, power or other essential commodity required in the conduct of its business; or by reason of any cause beyond his reasonable control; or by reason of any other cause of any similar nature (all of the foregoing being herein referred to as an event of force majeure), then Pey Dirt's/Manning's obligations hereunder shall be suspended as often as any such event of force majeure occurs and during such periods of time as such events of force majeure exist and such non-performance shall not be deemed to be a breach of this Agreement.

12. Default. (a) If either party at any time during the Contract Period shall (i) fail to make any payment of any sum of money herein specified to be made, or (ii) fail to observe or perform any of the covenants, agreements or obligations hereunder (other than the payment of money), the non-defaulting party may terminate this Agreement as follows: as to subparagraph (i) if such payment is not made within ten (10) days after the defaulting party shall have received written notice of such failure to make payment, or as to subparagraph (ii) if such default is not cured within thirty (30) days after the defaulting party shall have received written notice specifying in reasonable detail the nature of such default. In order to be a sufficient notice hereunder, any such written notice shall specify in detail each item of default and shall specify the provision of this Agreement which applies to each item of default, and shall specify in detail the action the defaulting party must take in order to cure each such item of default. The termination rights set forth in this section shall not constitute the exclusive remedy of the nondefaulting party hereunder, however, and if default is made by either party hereunder, the other may resort to such other remedies as said party would have been entitled to if this section had been omitted from this Agreement. Termination under the provisions of this section shall be without prejudice to any rights or claims which the terminating party may otherwise have against the defaulting party.

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(b) Notwithstanding anything herein to the contrary, the cure periods set forth in subparagraphs (a)(i) and (a)(ii) above only apply to Company's first default under this Agreement. Accordingly, Pey Dirt may, after Company's first default has occurred under either subparagraph (a)(i) or subparagraph (a)(ii) above and has been cured, thereafter immediately terminate this Agreement upon any further defaults by Company hereunder without providing Company an opportunity to cure any additional defaults.

13. Termination. From and after the termination of the Contract Period all of the rights of Company to the use of Manning Identification shall cease absolutely and Company shall not thereafter use or refer to Manning Identification in advertising or promotion in any manner whatsoever, it being understood by Company that Manning Identification may be used at any time by others in connection with the advertisement and promotion of Products the shipment of which is completed after the termination of the Contract Period. It is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of Manning Identification.

14. Inventory of Endorsed Products on Termination/Expiration. Any Endorsed Products that may have been manufactured by or for Company prior to the termination or expiration of the Contract Period may be sold by Company during the ninety (90) day period next following the date of termination or expiration; provided, however, that Company shall have no such rights unless (a) Company is not in default of any of its obligations hereunder on the date of termination or expiration, (b) within fifteen (15) days after the date of termination or expiration, Company shall furnish to Pey Dirt a written statement of the number and description of Endorsed Products actually in stock on the date of termination or expiration, (c) the quantity of Endorsed Products in stock on the date of termination or expiration is not in excess of a reasonable inventory based upon Company's selling requirements of Endorsed Products during the Contract Period, (d) Company shall continue to pay to Pey Dirt with respect to such sales a royalty at the rates specified herein, and (e) royalties payable pursuant to this section shall be paid within thirty (30) days following the end of each calendar month with respect

to shipments made during such month.

15. Collegiate/National Football League Trademarks. Nothing contained herein shall be construed to convey to Company any rights to use the trademarks, logos or uniform of the University of Tennessee, the Indianapolis Colts, the National Football League or any other professional or amateur football association (including any member clubs or teams of such association) in conjunction with the rights granted hereunder. All rights to the use of such trademarks, logos or team identification must be acquired from the University of Tennessee, the Indianapolis Colts, the National Football League, or any other appropriate rights holder.

16. Indemnity. Company agrees to protect, indemnify and save harmless Pey Dirt, Pey Dirt's agent and Manning, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, including reasonable attorneys' fees,

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arising out of, or in any way connected with, this Agreement, Company's default hereunder, the negligence, actions, errors or omissions of Company or any claim or action for personal injury, death or otherwise involving alleged defects in Company's Products, provided that Company shall be given notice of any such action or claim. Company agrees to provide and maintain, at its own expense, general liability insurance and product liability insurance with limits no less than $3,000,000 and within thirty (30) days from the date hereof, Company will submit to Pey Dirt a fully paid policy or certificate of insurance naming Pey Dirt, Pey Dirt's agent and Manning as additional insured parties, requiring that the insurer shall not terminate or materially modify such without written notice to Pey Dirt at least twenty (20) days in advance thereof.

17. Waiver. The failure of either party at any time or times to demand strict performance by the other of any of the terms, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof and each may at any time demand strict and complete performance by the other of said terms, covenants and conditions.

18. Bankruptcy. If Company shall become bankrupt or insolvent, or if Company's business shall be placed in the hands of a Receiver, Assignee or Trustee, whether by voluntary act of Company r otherwise, the Contract Period shall, at the option of Pey Dirt, immediately terminate.

19. Assignment. This Agreement shall bind and inure to the benefit of Pey Dirt and the successors and assigns of Pey Dirt. Nothing herein shall prevent Pey Dirt from assigning the monetary benefits of this Agreement as it may so desire. Further, inasmuch as it is recognized that Pey Dirt is the representative of Manning, Pey Dirt may at any time assign this Agreement to Manning and, in such event, Pey Dirt shall have no further obligation or liability in connection herewith and Pey Dirt's position vis-a-vis Company in connection herewith shall be in all respects the same as if Pey Dirt had signed this Agreement as agent rather than as principal from the beginning. The rights granted Company hereunder shall be used only by it and shall not, without the prior written consent of Pey Dirt, be transferred or assigned to any other. In the event of the merger or consolidation of Company with any other entity, Pey Dirt shall have the right to terminate the Contract Period by so notifying Company in writing on or before sixty (60) days after Pey Dirt has received notice of such merger or consolidation.

20. Arbitration. In the event a dispute arises under this agreement which cannot be resolved, such dispute shall be submitted to arbitration and resolved by a single arbitrator (who shall be a lawyer) in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. All such arbitration shall take place at the office of the American Arbitration Association located in Nashville, Tennessee. Each party is entitled to depose one (1) fact witness and any expert witness designated by the other party, and to conduct such other discovery as the arbitrator deems appropriate. The award or decision rendered by the arbitrator shall be final, binding and conclusive and judgment may be entered upon such award by any court.

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21. Significance of Headings. Section headings contained herein are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement. Accordingly, in case of any question with respect to the construction of this Agreement, it is to be construed as though such section headings had been omitted.

22. Entire Agreement. This writing constitutes the entire agreement between the parties hereto and may not be changed or modified except by a writing signed by the party or parties to be charged thereby.

23. Governing Law. This Agreement shall be governed and construed according to the law of Tennessee.

24. Reservation of Rights. All rights not herein specifically

granted to Company shall remain the property of Pey Dirt to be used in any manner Pey Dirt deems appropriate. Company understands that Pey Dirt has reserved to itself the right to authorize others to use Pey Dirt Identification within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves.

25. No Joint Venture. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between Turn 2 and Company. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third person.

26. Authorization. The execution, delivery and performance of this Agreement by Company and by Pey Dirt has been duly authorized and approved by the Board of Directors of Company and by the Board of Directors of Pey Dirt and constitutes a valid and binding obligation of Company and of Pey Dirt enforceable in accordance with its terms.

27. Execution and Delivery . This instrument shall not be considered to be an agreement or contract nor shall it create any obligation whatsoever on the part of Pey Dirt and Company, or either of them, unless and until it has been personally signed by a representative of Pey Dirt and by a representative of Company and delivery has been made of a fully signed original. Acceptance of the offer made herein is expressly limited to the terms of the offer.

28. Liability. In no event (including, but not limited to, Manning's or Pey Dirt's default hereunder) shall Manning or Pey Dirt be liable to Company (or any entity claiming through Company) for any amount in excess of the amounts of royalties actually received by Pey Dirt hereunder, excluding the reimbursement of expenses. Under no circumstances will Manning or Pey Dirt, on the one hand, or Company, on the other hand, be liable to the other or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.

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IN WITNESS WHEREOF, the par-ties hereto have caused this Agreement to be executed as of the date first above written.

FAMOUS FIXINS, INC. PEY DIRT, INC.

By: /s/ Jason Bauer By: /s/ Peyton Manning --------------------- ------------------------ Jason Bauer Peyton Manning President President

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Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
Company agrees to provide and maintain, at its own expense, general liability insurance and product liability insurance with limits no less than $3,000,000 and within thirty (30) days from the date hereof, Company will submit to Pey Dirt a fully paid policy or certificate of insurance naming Pey Dirt, Pey Dirt's agent and Manning as additional insured parties, requiring that the insurer shall not terminate or materially modify such without written notice to Pey Dirt at least twenty (20) days in advance thereof.

1 EXHIBIT 10.3

SOFTWARE LICENSE AND MAINTENANCE AGREEMENT

This Software license and maintenance agreement (Agreement) is entered into effective as of August 4, 1997 (the Effective Date) by and between D2 Technologies, Inc., a California corporation with offices at 104 West Anapamu Street, Santa Barbara, CA 93101 (D2), and Summa Four Inc., a Delaware corporation with offices at 25 Sundial Avenue, Manchester, New Hampshire 03103-7251 (LICENSEE).

WHEREAS, D2 has previously developed certain software and designs capable of performing certain voice processing functions;

WHEREAS, LICENSEE is developing a product which requires certain software functions and designs capable of performing certain voice processing functions;

WHEREAS, D2 desires to license to LICENSEE certain of its software technology for use in connection with Licensee's products:

WHEREAS, D2 is further willing to provide certain maintenance and support services to LICENSEE in relation to such software technology;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 Licensed Technology shall mean software licensed to LICENSEE by D2 as listed in Exhibit A.

1.2 DSP shall mean digital signal processing.

1.3 Runtime License Fee shall have the meaning set forth in Article 2.2(iii).

1.4 Specifications shall mean D2's specifications of the Licensed Technology which are attached hereto as Exhibit A.

1.5 Update shall mean a new release of a software product which typically includes bug fixes and/or minor feature changes, but does not include substantial new functionality.

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1.6 New Version in this Agreement shall mean a new release of Licensed Technology that provides significant performance enhancements, including new releases of software product optimized for different members of the same DSP processor family which is based on the same core architecture and instruction set.

1.7 Defect shall mean any failure of Licensed Technology to meet the Specification as a result of a material failure (including an error or bug that is material) of the Licensed Technology. Material is defined as priority A, B, and C in Article 6.3.

1.8 Source Code shall mean all computer programming instructions relating to a software product in a form readable by humans and typically prepared by a programmer. Source Code includes associated procedural code, comments, utilities, tools, notes, data diagrams and related and supporting technical documentation.

1.9 Object Code shall mean software code resulting from the translation or processing of Source Code by a computer into machine language or intermediate code, which thus is in a form that would not be convenient to human understanding of the program logic, but which is appropriate for execution or interpretation by a computer.

1.10 Licensed Source Code shall mean Source Code for Licensed Technology.

1.11 Licensee Product shall mean the product being developed by LICENSEE as described in Exhibit B, which utilizes Licensed Technology. LICENSEE shall own all rights, title and interest in Licensee Product. D2 shall have no rights to Licensee Product.

1.12 End User shall mean a person or business entity that purchases, leases or otherwise properly obtains the right to use or distribute a Licensee Product directly from LICENSEE or through one or more intermediaries.

2. LICENSED TECHNOLOGY

2.1 Ownership. Subject to the rights granted to LICENSEE in this Agreement, D2 owns all right, title and interest in and to the Licensed Technology. Notwithstanding the foregoing, LICENSEE shall retain all right, title and interest in and to modifications to the Licensed Source Code made by LICENSEE pursuant to the license in Article 2.2 below, subject always to D2's ownership rights in the underlying Licensed Technology.

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2.2 License to LICENSEE.

(i) Subject to the terms and conditions of this Agreement, D2 hereby grants LICENSEE a perpetual non-exclusive, worldwide license, to use Licensed Technology in Object Code format only as an incorporated part of the Licensee Product. For this purpose, LICENSEE may also modify, create derivative works, of and reproduce and have reproduced the Licensed Technology, and to develop, use, market and distribute (directly or through third parties) Licensed Technology, or modifications or derivative works of the Licensed Technology created by or for LICENSEE.

(ii) In consideration for the right to modify, develop and completely own derivative works of the Licensed Technology set forth in Article 2.2 (i) above, LICENSEE shall pay D2 a license fee (the Development License Fee) as set forth in Exhibit C. Final acceptance testing shall be completed by the parties according to Article 4 of this Agreement.

(iii) LICENSEE shall pay D2 a license fee (Runtime License Fee) as set forth in Exhibit C for each copy of the Licensed Technology that LICENSEE distributes to end users directly or through third parties for such end-user's use in connection with Licensee's Product. The Runtime License Fee shall be paid by LICENSEE quarterly for Licensee Products which have been paid for by Licensee's end-user customer in the prior quarter. To the extent Licensee accepts returns or is required to provide refunds to its customers (and to the extent additional Licensee Products are delivered to customers for warranty or maintenance/support purposes), such circumstances will either entitle Licensee to obtain a credit against future Runtime License Fees owed or, in the case of warranty/maintenance or support deliveries, no Runtime License Fees shall be due at all.

(iv) LICENSEE is also granted a limited non-transferable non-exclusive license to Licensed Source Code to perform software maintenance functions according the terms set forth in Article 7 of this Agreement.

(v) D2 shall provide LICENSEE with master copies of the Licensed Technology, in Source Code and Object Code format, promptly after such software has been completed, tested and approved for release by D2 and Licensee. In any event, D2 shall deliver all Licensed Technology completely tested and approved for performance in accordance with the specifications.

2.3 End User License. LICENSEE shall ensure that all Licensed Technology distributed by LICENSEE shall be subject to a shrink-wrap agreement or other end user agreement which contains a provision substantially similar to the provision set forth in Exhibit D.

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3. ADDITIONAL TECHNOLOGY LICENSE

3.1 New Functions. In the event that LICENSEE requires any additional functionality or technology substantially different from those set forth in Exhibit A or otherwise made available by D2 to other Licensees, D2 shall license such additional functionality or technology to LICENSEE at D2's then best price to its other Licensees. Such additional technology licenses shall be subject to the same terms of this agreement except for an amendment to the product specification and price schedule of Exhibits A and C. Any other new licensing terms shall be negotiated in advance and included in said amendment.

3.2 Different Processors.

(A) Supported Processors: If D2 offers or plans to offer all or part of Licensed Technology on a processor (Supported Processor) different from the Texas Instruments (TI) TMS320C54x family of processors, D2 shall make available to LICENSEE such new versions of Licensed Technology under the same terms of this Agreement subject to the license fees as follows:

(i) The development license fees for any part or all of Licensed Technology for each Supported Processor shall be 50% of that for the TMS320C54x processor family as listed in Exhibit C.

(ii) The per-processor runtime license fees for any Supported Processor shall be the same as that specified in Exhibit C for the TI TMS320C54x.

(iii) The runtime license fee CAP in exhibit C shall be cumulative across the TI TMS320C54x, TMS32OC55x, TMS330C6x, and other TI processors based on the same core processor architecture. For processors other than the TI processors listed in this Article 3.2A(iii) (additional supported processors), the runtime license fee CAP and buy-out license fee in Exhibit C shall be increased by 25% for each additional supported processor. The CAP for Licensed Technology shall be cumulative across all Supported Processors (including additional supported processors) utilized by LICENSEE. If the cumulative inflation index (according to government published Consumer Price Index) exceeds 25% from the effective date of this Agreement to the time when D2 makes available Licensed Technology for an additional supported processor, D2 and LICENSEE agree to negotiate in good faith reasonable incremental runtime license fees for Licensed Technology used in such additional supported processor.

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(B) Unsupported Processors. If LICENSEE requires versions of Licensed Technology on a processor other than the Supported Processors, D2 agrees to negotiate in good faith with LICENSEE an agreement to develop such a version of Licensed Technology. Such an agreement shall include appropriate development license fees and runtime license fees as well as special engineering

service fees.

4. ACCEPTANCE

Upon delivery of the Licensed Technology to Licensee, D2 will have tested and verified that such Licensed Technology shall perform in accordance with an acceptance specification agreed to by D2 and LICENSEE. The acceptance specification shall be completed no later than 90 days after the effective date of this Agreement and shall be attached to this agreement as Exhibit F. Upon successful completion of the acceptance testing, LICENSEE shall make the final Development License Fee payment described in Exhibit C LICENSEE shall, within thirty (30) days after delivery of any Licensed Technology, either accept such Licensed Technology or reject such Licensed Technology because of nonconformance with the Specifications. LICENSEE shall provide D2 with written notification of any rejection of Licensed Technology which explains the basis for such rejection. If completion of testing is precluded or delayed due to performance deficiencies, incompatibilities or other Defects in the Licensed Technology, D2 shall immediately and without any additional payment, correct such Defects.. All corrected versions of the Licensed Technology shall be subject to the acceptance procedures set forth above in this Article 4.

5. REPORTS, AUDITS

5.1 Reports. Within thirty days after the end of each calendar quarter during the term of this Agreement, LICENSEE shall provide D2 with written reports setting forth the number of LICENSEE Products containing the Licensed Technology that were licensed to end users by LICENSEE in such calendar quarter as more particularly described in Article 2.2 (iii) above.

5.2 Audits. LICENSEE shall maintain records of its distribution of Licensee Products containing the Licensed Technology, for a period of one year after the date on which LICENSEE distributes the Products to which such records pertain. D2 may audit such records by engaging an independent public audit firm, approved in advance by Licensee, upon thirty days written notice, provided that (i) no more than one such audit may be made in any twelve month period, (ii) D2 may only audit LICENSEE's records for a particular time period once, and (iii) D2 shall be responsible for ensuring that the auditor executes and abides by LICENSEE's confidentiality agreement.

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6. MAINTENANCE AND SUPPORT

6.1 Maintenance and Support Obligation, Fees. On the date of expiry of the Warranty period defined in Article 8.3, and on any anniversary of the expiry date, LICENSEE may in its sole discretion pay D2 a Maintenance and Support Fee according to Exhibit C. In return for payment of such fee, D2 shall provide LICENSEE with the maintenance and support set forth in this Article 6 for a period of twelve months (the Contract Year). In any event, D2 shall provide support and maintenance services to Licensee during the Warranty period in breadth and scope which is no less than the support and maintenance services described in this Article. D2 shall make available to LICENSEE the maintenance and support services according to the terms of this Article 6 for a minimum of five years after Acceptance of Licensed Technology.

6.2 Maintenance. Maintenance to be provided by D2 to LICENSEE shall include without limitation the following services;

(i) D2 shall update and maintain the Licensed Technology throughout the term of this Agreement. It is intended that D2 shall release at least 1 Update or New Version release during each 12 month calendar year. Upon the releases of any Update or New Version of the Licensed Technology (including manuals), D2 shall promptly notify and deliver to LICENSEE such Update or New Version.

(ii) D2 will initially deliver to LICENSEE one (1) copy of any Updates or New Versions to the Licensed Technology and one (1) set of corresponding manuals for each copy of the Licensed Technology for which LICENSEE has paid the appropriate development license fees and maintenance fees pursuant to Exhibit C as soon as such Updates or New Versions and corresponding manuals become available and shall maintain such Updates or New Versions throughout this agreement.

6.3 Error Correction. If D2 becomes aware of any Defect in the Licensed Technology, D2 shall promptly provide LICENSEE with written notice of such Defect. D2 shall have no obligation to actively monitor the Licensed Technology for Defects after such software has been accepted by LICENSEE. D2 shall work diligently to promptly correct Defects in accordance with the following schedule; days shall mean calendar days.

ERROR PRIORITY (1) RESPONSE (2) CLOSURE (3)

Emergency (A) 24 hours 7 days

Critical (B) 2 days 14 days

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Non-Critical (C) 30 days Next Update or New Version

(1) Priority:

-A- Catastrophic product or module Defects that do not have a viable detour or work around available.

-B- Defects that have been substantiated as a serious inconvenience to LICENSEE or an End User. This includes any priority A Defect for which a viable detour or work around is available.

-C- All other problems that LICENSEE and an End User can easily avoid for which there is no urgency for a resolution.

(2) Response: Response consists of providing, as appropriate, one of the following to the LICENSEE: an existing correction; A new correction; a viable detour or work around; a request for more information to complete analysis of the problem, or a plan on how the problem will be corrected.

(3) Closure: Closure consists of providing a final correction or work around of the problem including an Update and revised or new Documentation as necessary.

If D2 fails to correct Defects according to the schedule specified in this Article 6, LICENSEE shall deduct from future runtime license fees, as specified in Exhibit C, a late fee for each day past the deadline in the schedule of this section. The late fee shall equal to 50% (fifty percent) of the runtime license fees paid to D2 for the previous two calendar quarters equally divided over 180 (one hundred eighty) days. In the event LICENSEE has selected the Buy-out option in the runtime license fee schedule of Exhibit C, then the late fee for each day past the deadline shall be 50% (fifty percent) of the Buy-out fee equally divided over 1095 (one thousand and ninety five) days; and this late fee shall be paid to LICENSEE each calendar month until the error is corrected either by D2 or LICENSEE.

6.4 Support. D2 will provide the following support to LICENSEE throughout the Warranty period and for those subsequent years for which support has been purchased by Licensee:

(i) D2 will assist LICENSEE in determining if problems encountered by LICENSEE are caused by programming errors in the Licensed Technology.

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(ii) D2 will answer questions concerning the installation of Licensed Technology.

(iii) D2 will assist LICENSEE in resolving LICENSEE's problems, if any, arising from the normal usage of the Licensed Technology.

(iv) D2 shall appoint a qualified technical staff as the Technical Contact to co-ordinate all support and maintenance services. The Technical Contact shall be available to LICENSEE during D2's normal business hours; in the event that appointed Technical Contact is not available, a back-up Technical Contact shall be temporarily assigned and LICENSEE shall be notified.

6.5 Notification and Cooperation by LICENSEE. To obtain support from D2 under this Article 6, LICENSEE shall provide D2 with written notice which will contain a description of the problem for which LICENSEE is seeking support. D2 shall have no obligation to correct problems which are due to modifications to Licensed Technology performed by LICENSEE; provided, that if D2 agrees to correct such problems it shall charge its then current time and materials rates, which shall be payable by LICENSEE within thirty days after invoicing by D2. LICENSEE agrees to provide D2 with access to LICENSEE's equipment and computer systems on a temporary basis and as needed to allow D2 to reproduce, correct and verify the correction of the problem reported by LICENSEE or otherwise identified by D2.

7. LIMITED SOURCE CODE LICENSE AND PROTECTION

7.1 Source Code delivery. D2 shall, after acceptance of Licensed Technology by LICENSEE and within fifteen days after receiving such a request from LICENSEE deliver a copy of the fully commented Source Code for the then current version of the Licensed Technology and information needed for compiling and building the Licensed Technology Object Code to LICENSEE. Thereafter, D2 shall automatically deliver a copy of the fully commented Licensed Source Code for the then current version of the Licensed Technology within fifteen days after the release of any Updates or New Versions of the Licensed Technology.

7.2 Source Code Access Conditions. The following events shall constitute Source Code Access Conditions: (i) D2's insolvency, general assignment for the benefit of creditors, or ceasing to do business, or (ii) D2's failure or inability to meet its warranty, maintenance and support obligations under Article 6, or its warranty obligations under Article 8.3, within fifteen days after written notice by LICENSEE to D2 of D2's failure to meet such obligations, or (iii) termination of this Agreement by LICENSEE pursuant to Articles 9.3 and 9.4, or (iv) as needed by LICENSEE for fault isolation.

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7.3 Use of Licensed Source Code. After Source Code Access Conditions is met, LICENSEE shall have the right to use, modify, reproduce and have reproduced Object Code from Licensed Source Code to develop, use, market, distribute, and to maintain and support the Licensed Technology in the Licensee Product. LICENSEE shall not have any right to develop new DSP technology or derivative DSP technology with the Licensed Source Code.

7.4 Confidentiality and security.

(A) General. LICENSEE acknowledges and agrees that the Licensed Source Code constitutes the confidential and proprietary trade secrets of D2, and that LICENSEE's protection thereof is essential to this Agreement and

a condition of LICENSEE's use and possession of the Licensed Source Code. LICENSEE shall retain in strict confidence any and all elements of the Licensed Source Code and use the Licensed Source Code only as expressly licensed herein. LICENSEE agrees that it will under no circumstances distribute or in any way disseminate or disclose the Licensed Source Code to third parties, except as expressly provided in this Article 7. LICENSEE shall be relieved of this obligation of confidentiality to the extent that such information was in the public domain at the time it was disclosed or has become in the public domain through no fault of LICENSEE.

(B) Security. LICENSEE agrees to use the Licensed Source Code under carefully controlled conditions for the purposes set forth in this Agreement, and to inform all employees who are given access to the Licensed Source Code by LICENSEE that such materials are confidential trade secrets of D2 and are licensed to LICENSEE as such. LICENSEE shall restrict access to the Licensed Source Code to those employees and Contractors of LICENSEE who have agreed to be bound by a confidentiality obligation which incorporates the protections and restrictions substantially as set forth herein, and who have a need to know in order to carry out the purposes of this Agreement. D2 shall be made a third party beneficiary of any such agreements, and shall have the right to directly enforce the terms of those agreements, and of this Agreement, insofar as such enforcement relates to the Licensed Source Code.

(C) LICENSEE agrees to notify D2 promptly in the event of any breach of its security under conditions in which it would appear that the Licensed Source Code were prejudiced or exposed to loss. LICENSEE shall, upon request of D2, take all other reasonable steps necessary to recover any compromised trade secrets disclosed to or placed in the possession of LICENSEE by virtue of this Agreement. The cost of taking such steps shall be borne solely by LICENSEE.

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(D) Remedies. LICENSEE acknowledges that any breach of any of its obligations under this Article 7 is likely to cause or threaten irreparable harm to D2, and accordingly, LICENSEE agrees that in such event, D2 shall be entitled to equitable relief to protect its interest therein, including but not limited to preliminary and permanent injunctive relief, as well as money damages.

(E) Hardware.

(i) Two (2) computers, as identified in Exhibit E, may be used as the Development Computer and Back-up Computer. The Back-up Computer may be used as the Development Computer during any time when the Development Computer is inoperative because it is malfunctioning or undergoing repair, maintenance or other modification.

(ii) LICENSEE may at any time notify D2 in writing of any changes, such as replacements or additions, that LICENSEE wishes to make to Development and Back-up Computers for specific Licensed Source Code. D2 will prepare an amended Exhibit E as required to cover such changes, and such changes shall become effective after execution of the amended Exhibit E by LICENSEE.

(iii) Upon request, LICENSEE shall furnish to D2 a statement, certified by an authorized representative of LICENSEE, listing the location, type and serial number of all Development and Back-up Computers hereunder and stating that the use by LICENSEE of the Licensed Source Code subject to this Agreement has been reviewed and that the Licensed Source Code is being used solely on the Development Computer (or temporarily on Back-up Computer) for such Licensed Source Code in full compliance with the provisions of this Agreement.

(F) Third Party Contractors. LICENSEE may appoint a third party contractor (Contractor) to assist the LICENSEE in LICENSEE's modification of the Licensed Source Code as authorized hereunder; provided that any such Contractor's access to and use of the Licensed Source Code shall only be permitted pursuant to a signed written agreement between LICENSEE and such Contractor giving the Contractor rights no broader than those granted LICENSEE in this Agreement, but limited to the sole purpose of assisting the LICENSEE, and including provisions incorporating the additional requirements set forth below:

(i) Any claim, demand or right of action arising on behalf of a Contractor from furnishing to it or use by it of Licensed Source Code shall be solely against LICENSEE, and LICENSEE hereby indemnifies D2 against any such claims.

(ii) Contractor shall agree to the same responsibilities and obligations and other restrictions pertaining to the use of Licensed Source Code as those undertaken by LICENSEE under this Agreement.

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(iii) Contractor may not retain any copy of the Licensed Source Code or any modification or derivative work thereof and, upon completion of the project for which Contractor was permitted access to the Licensed Source Code or termination of this Agreement, shall return or destroy (i) all copies of Licensed Source Code furnished to such Contractor or made by such Contractor and (ii) all copies of any modifications or derivative works made by such Contractor based on such Licensed Source Code copies stored in any computer memory or storage medium, and Contractor's computer shall be removed from Exhibit E if such computer was listed as a Development Computer. A writing executed by an officer of Contractor shall be provided to D2 certifying that the Contractor has returned or destroyed all copies of the Licensed Source Code in its possession or control.

(iv) Unless Contractor obtains a license for the Licensed Source Code from D2, Contractor may not acquire any ownership interest in any modification or derivative work prepared by such Contractor based upon or using Licensed Source Code licensed to LICENSEE under this Agreement.

(v) Copies of such agreements shall be provided to D2 on request; provided however, that portions of such agreements not required by this Article 7 may be deleted from such copies.

8. REPRESENTATIONS AND WARRANTIES

8.1 By Both Parties. D2 warrants that it owns all rights, title, and interests to Licensed Technology listed as Basic Services in Exhibit A. LICENSEE and D2 each individually warrants that it (i) has all right, power and authority necessary to enter into this Agreement and to grant the rights granted herein; (ii) has obtained all approvals and authorizations that it is required to obtain in connection with this Agreement; and (iii) has not entered, and will not enter, into any arrangements or agreements inconsistent with this Agreement.

8.2 Additional D2 Warranties. D2 additionally warrants that it (i) is not aware of any pending or actual litigation which is likely to have a material adverse effect on the rights or obligations of LICENSEE under this Agreement; and (ii) is not aware of any claim or any basis for any claim that Licensed Technology, or LICENSEE's use of the Licensed Technology as contemplated herein, will infringe any patents, trade secrets of other intellectual property rights belonging to any third party.

8.3 Software Warranty. D2 warrants to LICENSEE that the media upon which the Licensed Technology is delivered to LICENSEE will be free from Defects in materials and workmanship, and that Licensed Technology shall meet and perform in accordance with D2's specifications on Exhibit A. D2 shall promptly correct any

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errors in the Licensed Technology, or failures of the Licensed Technology according to the terms of Article 6 of this Agreement. D2's warranty and error correction obligations with respect to any portion of the Licensed Technology shall extend for a period (the Warranty period) of one year commencing on acceptance of such portion of the Licensed Technology by LICENSEE.

8.4 Disclaimer of Other Warranties. THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 8 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE. D2 SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE LICENSED TECHNOLOGY.

9. TERM AND TERMINATION.

9.1 Term. This Agreement shall become effective on the Effective Date and shall continue in effect until terminated in accordance with the provisions of this Article 9.

9.2 For Convenience. LICENSEE may terminate this Agreement upon ninety (90) days written notice.

9.3 Default. If either party defaults in the performance of any of its material obligations hereunder and if such default is not corrected within thirty (30) days after written notice thereof by the other party, then the nondefaulting party, at its option, may, in addition to any other remedies it may have, terminate this Agreement by giving written notice of termination to the defaulting party.

9.4 Survival. Articles 7.2, 7.3,7.4, 8, 9, 10, 11, 12, 13, 14 shall survive any termination or expiration of this Agreement.

10. INDEMNIFICATION

10.1 By D2. D2 agrees to indemnify and hold LICENSEE harmless against any cost, loss, liability, or expense (including attorney's fees) arising out of any breach of D2's warranties hereunder, or out of third party claims against LICENSEE alleging that the Licensed Technology, or LICENSEE's use or distribution of the Licensed Technology as set forth in this Agreement, infringes any third party's patent, trade secret, copyright of other intellectual property right in any country, provided that LICENSEE shall (i) notify D2 promptly in writing of such claims, and (ii) give D2 sole control of the defense or settlement of such claims. D2 shall not be liable for any claims to the extent that such claims arise out of the LICENSEE's unauthorized modifications of the Licensed Technology, and not out of the Licensed Technology as delivered by D2 to LICENSEE. If the Licensed Technology, or any part thereof, is

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adjudicatively determined to be, or in either party's reasonable opinion will be, the subject of any claim, suit or proceeding for infringement of any third party's patent, copyright or trade secret in any country, or if the distribution of use of the Licensed Technology is enjoined, then D2 may, at D2's sole option and expense, (i) obtain for LICENSEE and its distributors, resellers and customers the right to distribute or use the Licensed Technology under such third party patents, trade secrets, copyrights or other intellectual property rights, or (ii) replace the Licensed Technology with other software of equivalent or superior functionality, or (iii) suitably modify the Licensed Technology to avoid such infringement. In the event that D2 is unable to carry out the options set forth in (i), (ii) and (iii) of the proceeding sentence, at the option of Licensee D2 may terminate this Agreement and refund all amounts paid by LICENSEE to D2 hereunder; provided, that such termination shall have no effect on the rights of end users to use LICENSEE products, incorporating any

Licensed Technology, which were acquired by such end users prior to such termination.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OR SUCH OTHER PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL D2'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT PAID OR OWED BY LICENSEE TO D2 UNDER THIS AGREEMENT.

12. CONFIDENTIALITY.

12.1 Confidential Information. As used in this Agreement, the term Confidential Information shall mean any information disclosed by one party to another pursuant to this Agreement which is marked as confidential or proprietary, or, if disclosed orally, is designated as confidential at the time of disclosure and is subsequently reduced to a writing which is marked as confidential or proprietary and is provided to the receiving party within thirty (30) days after such oral disclosure.

12.2 Confidentiality. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth herein, and shall use reasonable efforts not to disclose such Confidential Information disclosed to it by the other party under this Agreement. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of such other party's Confidential Information.

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12.3 Exception. Not withstanding the above, neither party shall have liability to the other party with regard to any Confidential Information of such other party which the receiving party can demonstrate:

(i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party;

(ii) was known to the receiving party, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;

(iii) was disclosed with the prior written approval of the disclosing party;

(iv) was, is presently or may be in the future independently developed by the receiving party without any use of the Confidential Information of any other party, as demonstrated by files created at the time of such independent development;

(v) became known to the receiving party, without restriction, from a source other than the disclosing party without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party's rights;

(vi) has been disclosed to third parties by the disclosing party without restrictions similar to those contained in this Agreement; or

(vii) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt written notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.

12.4 Return of Confidential Information. Upon expiration or termination of this Agreement each party shall upon request promptly return all tangible Confidential Information received from the other party.

12.5 Survival of Confidentiality Obligations. This Article 12 will survive the termination of this Agreement, for any item of Confidential Information, for five (5) years after the disclosure of such Confidential Information to the receiving party under this Agreement.

13. CONFIDENTIALITY OF AGREEMENT.

D2 and LICENSEE agree that the terms and conditions of this Agreement shall be treated as confidential and shall not be disclosed to any third party without the

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prior written consent of the other party. Notwithstanding the statements above in this Article 13, any party may disclose any of the terms and conditions of this Agreement;

(i) as required by any court of other governmental body;

(ii) as otherwise required by law (including without limitation with regard to any registration statement filed by a party with the Securities and Exchange Commission);

(iii) to legal counsel of the parties;

(iv) in confidence, to accountants, banks, and financing sources, and other advisors or consultants of the parties;

(v) in connection with the enforcement of this Agreement or rights under this Agreement;

(vi) in confidence, in connection with an actual or proposed license, merger, acquisition, or similar transaction;

(vii) which have been previously disclosed in a joint press release by the parties hereto, or

(viii) in confidence, to a third party to the extent reasonable necessary to permit the consideration of a bona fide collaboration which would involve rights, obligations or limitations arising under this Agreement, provided that such collaboration is not prohibited under this Agreement.

In the event of any disclosure pursuant to (i) or (ii) above, the disclosing party shall use all reasonable efforts to obtain confidential treatment of materials so disclosed. The parties shall in good faith consult regarding the text of any proposed public announcement regarding this Agreement or the terms and conditions hereof before such announcement is actually made. Any press release to be issued in connection with the terms and conditions of this Agreement must be approved in advance by both parties.

14. EXPORT RESTRICTIONS

LICENSEE's distribution of products incorporating Licensed Technology shall be subject to all United States laws and regulations governing the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States. LICENSEE shall not export any such products without first

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obtaining all required licenses and approvals from the appropriate government agencies.

15. GENERAL

15.1 Governing Law. This Agreement shall be governed by and interpreted in accordance within the laws of the State of New York without reference to conflicts of laws provisions.

15.2 Venue. The parties agree that any litigation arising out of this Agreement shall be brought in the state courts in Delaware.

15.3 Partial Invalidity. If any provision in this Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed, solely in such jurisdiction, from the remainder of this Agreement, which shall remain in full force and effect. In such event, the parties shall negotiate, in good faith, a substitute, valid and enforceable provision, effective solely in such jurisdiction, which most nearly effects the parties' intent in entering into this Agreement.

15.4 Relationship of the Parties. D2 and LICENSEE are independent contractors under this Agreement. Nothing contained in this Agreement is intended to, nor is it to be construed so as to, constitute D2 and LICENSEE as partners or joint ventures with respect to this Agreement. Employees of any party remain employees of said party and shall at not time be considered agents of or to be obligated to render a fiduciary duty to the other party.

15.5 Modification. No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on any party unless the same shall have been mutually assented to in writing by both parties.

15.6 Waiver. The failure of any party of enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other parties of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by any party of any provision, condition or requirement of this agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

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15.7 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No party may assign any of its rights, obligations or privileges (except by operation of law or other corporate reorganization) hereunder without the prior written consent of the other party, which shall not be unreasonable withheld, provided, that any party shall have the right to assign its rights, obligations and privileges hereunder to a successor in business or an acquirer of all or substantially all of its business or assets to which this Agreement pertains without obtaining the consent of the other party.

15.8 Notices. Any notice required or permitted to be given by any party under this Agreement shall be in writing, shall be addressed to the President of D2, or to the President of LICENSEE, and shall be personally delivered or set by certified or registered letter, or by telecopy confirmed by registered or certified letter, to the receiving party at its address first set forth above, or such new address as may from time to time be supplied hereunder by the receiving party. Notices will be deemed effective upon receipt.

15.9 Force Majeure. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of any party shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of the party charged with a default, including, but not limited, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, were weather, fire, earthquakes, acts god, acts of the public enemy or nuclear disasters; provided, that for the duration of such force majeure the party charged with such default must continue to use all reasonable efforts to overcome such force majeure.

15.10 Entire Agreement. The terms and conditions contained in this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be signed by duly authorized officers or representatives as of the date first above written.

LICENSEE D2 TECHNOLOGIES, INC.

- --------------------------------- -----------------------------------

BY: /s/ Dick Swee BY: /s/ David Y. Wong ----------------------------- -------------------------------

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PRINT NAME: Dick Swee PRINT NAME: David Y. Wong --------------------- -----------------------

TITLE: VP Engineering TITLE: President -------------------------- ------------------------------

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EXHIBIT A

LICENSED TECHNOLOGY SPECIFICATION

Basic Services:

The Basics Services algorithm group shall include the following list of standard D2 products with LICENSEE required modifications as specified in the attached Specification and the Contract for Products and Services, dated August 6, 1997:

DTMF Detection and Removal Algorithm 5007-54A Universal Tone Detection Algorithm 50030-54A Multifrequency Tone Detection Algorithm 50028-54A Tone Generation Algorithm 50015-54A Voice Activity Detection and AGC 50013-54A

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Exhibit A continued.

Detailed Signal Processing Algorithm Specification

A.1 HDLC Communications

Not included as Licensed Technology.

A.2 Voice Activity Detection

Voice Activity Detection (VAD) detects voice activity, adapts to background ambient or line noise as well as the presence of echo, classifies voice activity as early versus sustained, and assigns an effort level to the speaker that is independent of network loss.

This module is used to detect voice activity in the CP Detect state.

A.2.1 Functional requirements:

The Voice Activity Detector discriminates voice activity generated by a caller from background noise (acoustic and line noise) as well as echo and sidetones reflected back to the receive voice path. It also provides an effort level quantity that indicates the level of effort of the caller. The functional and performance requirements are specified to cover a wide range of applications, such as voice activated recordings (as in voice messaging), outbound call classification, digital speech interpolation (DSI), and voice conferencing.

1. The Voice Activity Detector classifies every block of voice data (8 ms long) as port active (early detect), speaker active (port sustained), and not active.

2. It provides a measurement that approximates the level of effort exerted by the caller. Such an approximation is made by normalizing the short term RMS of the voice signal by a longer term RMS value. The effort level varies between -32 dB and 31 dB, and is at 0 dB when the speaker is speaking at his/her normal level.

3. The Voice Activity Detector adapts to background noise up to -24 dBm. Adaptation is 200 ms when the noise level drops, and is approximately 1000 ms when noise rises.

4. The Voice Activity Detector screens out sidetone or echo as speech up to an ERL of -26 dB.

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A.2.2 Performance Requirements:

The accuracy of the voice Activity detector is measured by the rate of false detection (i.e. classifying noise or echo as voice activity) and clipping (i.e. classifying voice activity as noise or echo) under different ambient noise and echo conditions. Port active detection under different ambient noise conditions:

1. No perceptible clipping at quiet to modest noise levels of -50 dBm to -40 dBm with nominal levels of speech activity (-20 dBm average power over 2 seconds of speech). No more than 5% of voice onsets is clipped for noisy conditions (noise level from -40 dBm to -30 dBm).

2. No more than 1% of silence periods is detected as speech for the modest noise condition. No more than 2% of silence is detected as port active for noisy conditions.

3. The performance goals above is met when noise levels change during the test.

Speaker active detection under different ambient noise conditions:

1. Speech activity that lasts more than tSUSTAIN is detected as Sustained or Speaker Active.

2. The clipping requirements is better than Port Activity detection. Fewer than 0.5% of onsets/hour (2.5 per hour) for modest noise condition (-45 dBm) and fewer than 2% (10 per hour) for high noise condition (-35 dBm) have perceptible clipping.

3. False detection performance (i.e., detecting noise as speaker active) exceeds those of port activity due to tSUSTAIN criteria. No more than 1% (36 seconds per hour) of noise segments is misclassified as sustained for modest noise conditions, and no more than 2% (72 seconds per hour) of silence is detected as port active for noisy conditions.

Port active and Speaker active detection in the presence of echo:

1. Less than 1% of residual echo is detected as port active - (i.e. 36 sec. per hour) during normal operation of canceller.

2. Less than 0.1 % (i.e. 3.6 sec per hour) of residual echo is detected as speaker active or port sustained during normal operation of canceller.

3. Clipping of input speech in the presence of echo is no higher than clipping in the presence of modest to high level of noise.

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A.3 DTMF Detection

A.3.1 Functional requirements:

Table A-1 specifies the nominal frequencies for the DTMF digits that must be detected.

-------------------------------------------------------------- Nominal High Group Frequencies (Hz) 1209 1336 1477 1633 -------------------------------------------------------------- Nominal 697 1 2 3 A

Low Group 770 4 5 6 B Frequencies 852 7 8 9 C (Hz) 941 * 0 # D --------------------------------------------------------------

Table A-1: Nominal DTMF Frequencies

1. Detect the presence of all 16 DTMF digits that are produced by different phones on the market under a broad range of network conditions.

2. DTMF digit information is provided as soon as the minimum duration is met. This information is called leading edge detection. This allows the earliest possible response to the digit, such as stopping voice output.

3. The trailing edge of a DTMF digit must be detected. This allows the system to delay any response (such as playing out voice) to the digit until the user has released the DTMF key. The criteria selected for trailing edge detection will debounce DTMF digits.

4. The DSP reports leading and trailing edge in the 8 ms block that they are detected. DTMF events are not buffered.

A.3.2 Performance requirements:

Table A-2 consists of performance requirements taken from EIA-464A and Bellcore TR-TSY-000181. Also shown is D2's DTMF performance requirements, which is a superset of the EIA and Bellcore requirements.

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- -------------------------------------------------------------------------------------------------------------------- Requirement - -------------------------------------------------------------------------------------------------------------------- Characteristic Bellcore EIA/TIA-464A D2 - -------------------------------------------------------------------------------------------------------------------- Frequency Deviation +/-1.5% must accept; +/-1.5% must accept; Configurable choice of +/-3.5% must reject +/-3.5% must reject four sets of must accept/must reject: +/-2.0% accept to +/-3.0% reject; +/-2.5% accept to +/-3.5% reject; +/-3.0% accept to +/-4.0% reject; +/-3.5% accept to +/-4.5% reject. - -------------------------------------------------------------------------------------------------------------------- Minimum Tone 40 ms must accept; 23 40 ms must accept Configurable from 24 Duration ms must reject to 80 ms - -------------------------------------------------------------------------------------------------------------------- Minimum Interdigital 40 ms 40 ms Configurable from 24 Interval to 80 ms - -------------------------------------------------------------------------------------------------------------------- Minimum Cycle Time 93 ms 93 ms Configurable from 48 to 160 ms - -------------------------------------------------------------------------------------------------------------------- Accept Levels 0 to -36 dBm must 0 to -25 dBm must 0 dBm to configurable accept, -55 dBm must accept minimum (-25 to -45 reject dBm range) - -------------------------------------------------------------------------------------------------------------------- Twist (ratio of high -8 to +4 dB -8 to +4 dB Separately group power to low) configurable positive and negative twists: +/- 4, 6, 8, 10, and 12 dB - -------------------------------------------------------------------------------------------------------------------- Bellcore talkoff tape Fewer than 670 total - Fewer than 20 talkoffs talkoffs; fewer than (with default 330 talkoffs of digits 0- configuration of 2.5% 9; fewer than 170 to 3.5% frequency talkoffs of signals * deviation; 40 msec min and #. tone duration; +/- 8 dB twists; -45 dBm min accept level) - -------------------------------------------------------------------------------------------------------------------- Mitel talkoff tape - - 0 talkoffs (with default configuration) - -------------------------------------------------------------------------------------------------------------------- SNR 23 dB 15 dB 15 dB - -------------------------------------------------------------------------------------------------------------------- Impulse Noise Fewer than 14 missed Fewer than 10 errors Pass both Bellcore and or split digits in in 10,000 tones for EIA EIA/TIA-464A Bellcore Impulse Noise test #1; fewer than 500 impulse noise Tape No. 201 errors in 10,000 tones requirements for test #2 - --------------------------------------------------------------------------------------------------------------------

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- ------------------------------------------------------------------------------------------------------------------- Echo 16 dB Signal-to-Echo 10 dB Signal-to-Echo Pass both Bellcore and ratio at 20 ms; 24 dB at ratio at 20 ms EIA/TIA-464A echo 45 ms requirements - ------------------------------------------------------------------------------------------------------------------- Dial Tone DTMF Detection in the DTMF Detection in the Pass both Bellcore and presence of dial tone presence of dial tone EIA/TIA-464A at -15 dBm per dial at -16 dBm per dial requirements for tone frequency tone frequency detection of DTMF digits in the presence of dial tone - -------------------------------------------------------------------------------------------------------------------

TABLE A-2: DTMF Performance Requirements

Other performance requirements:

1. A leading edge of DTMF digit is signaled during the block in which the minimum duration is met, and the trailing edge is signaled during the block in which the minimum debounce interval is met.

2. Talk-down: DTMF detection must work reliably in the presence of echo (for the maximum allowable output voice level) and with varying levels of DTMF signals (due to network loss). D2's DTMF detector combined with the echo must meet the performance requirements of Figure A-I in the presence echo generated by playing pause-removed voice (male and female) at - 18 dBm ASL (averaged over 3 seconds) over a telephone circuit with 15 dB echo return loss (ERL).

INSERT GRAPH

Figure A-1: DTMF Talk-down Acceptance Curve

3. Debounce test: Long tones (generated by hard key presses) must not be detected as multiple tones in the presence of echo interference or line noise. Combined with the echo canceller, the DTMF detector is required to reliably debounce all DTMF digits above -18 dBm in the presence of voice levels below -15 dBm (ASL) and a telephone circuit with echo return loss (ERL) of 15 dB.

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4. Double-talk talk-off: Many voice processing hardware or semiconductor manufacturers significantly degrade the talk-off' performance of their detector in the presence of voice echo or sidetone to achieve a high level of talk-down performance. This strategy is acceptable in a pure digit-in-voice-out scenario, but for voice conferencing or voice recognition applications, voice could be present in the both the transmit and receive path. In such cases, the DTMF detector must be very robust against talk-off in double-talk situations. The talk-off requirements for D2's DTMF detector under double-talk is fewer than 66 talkoffs for the Bellcore talk-off tape.

A.4 Tone Generation

The tone generation module can be programmed to generate any single, dual or amplitude modulated tone required to meet international telecommunications specifications. This functionality is provided by the GENF module, which produces the sum or product of two independently generated sine waves as its output. Each sine wave can be individually parameterized.

A.4.l Functional requirements:

The GENF module is designed to generate a wide range of DTMF, Call Progress Signals, MF Rl/R2, and miscellaneous tones. In order to meet or exceed international telecommunication specifications, GENF must meet or exceed the following functional requirements.

1. Independent arguments shall be supplied for each frequency for dual tones that GENF generates. Single tones are generated by specifying that one of the dual tone's frequencies is 0 Hz.

2. Independent arguments shall be supplied for the carrier and modulation frequencies for amplitude modulated tones that GENF generates.

3. Arguments shall be supplied that allow the frequency of a tone to be set in the range of 0 to 4000 Hz in 1 Hz units.

4. Arguments shall be supplied that allow the output power to be set in the range of +3 to -50 dBm in 0.5 dB steps.

5. Arguments shall be supplied that allow an amplitude modulated tone's modulation percentage to be set in the range of 0 to 300% in 1% units.

6. The tone duration (make time) shall be specified in 1 ms units. Tone durations shall be specified in the range of 0 to 8191 ms.

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7. An unlimited tone duration shall be specified by setting the make duration to -1.

8. The silence duration between tones (break time) shall be specified in 1 ms units. Silence durations shall be specified in the range of 0 to 8191 ms.

9. An unlimited silence duration shall be specified by setting the make duration to -1 and setting both frequencies of a dual tone to 0 Hz.

10. The GENF module shall allow tones to be generated that meet or exceed EIA/TIA-464 requirement for DTMF and call progress tone generation.

11. The GENF module shall allow tones to be generated that meet or exceed CCITT Blue Book Volume VI Fascicle VI.4 recommendations Q.310-Q.490 requirements for MF R1 and R2 tone generation.

12. The GENF module shall generate tones with one to three unique cadence pairs (on/off pairs).

A.4.2 Performance Requirements

1. Frequency accuracy shall exceed 1 Hz. 2. Level accuracy shall exceed 0.5 dB. 3. Timing information shall exceed 1 ms accuracy.

A.5 Universal Tone Detector

A.5.l Overview

The Universal Tone Detector (UTD) is a high configurable tone detector. By changing parameters, this algorithm can classify a wide range of single and dual tone call progress signals generated in a wide variety of countries.

A.5.2 General

Since different tones need different detection heuristics, and tones may have multiple specifications, each tone is tagged with a tone category identifier.

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----------------------------------------------- Tone Category Call Progress Signal ----------------------------------------------- 1 Modem 2 FAX CNG 3 Audible Ringback 4 Busy 5 Reorder or Congestion 6 Number Unobtainable 7 SIT 8 Dial tone 9 Unknown Tone -----------------------------------------------

Table A-3: Tone Categories

In addition to specifying a tone category, the parameters include a value that is returned to the application when the tone is detected. This parameter need not be unique. This allows multiple specifications to report the same tone event to the application. UTD is table driven. Using this approach, the tone detector searches parameter tables for a matching tone. When a tone matches, the tone code determines the heuristics necessary to completely classify the tone. Also, the tones must be specified in a way that a set of parameters corresponds to either a single tone, a dual tone, or an amplitude modulated tone.

--------------------------------- Code Tone Type --------------------------------- 0 Single Tone 1 Dual Tone 2 Modulated Tone ---------------------------------

Table A-4: Call Progress Tone Types

A.5.3 General Functional Requirements

UTD functionally combines a single tone detector and a dual/modulated tone detector into a single module. UTD combines the results of these detectors into a single result. UTD has the following requirements.

1. The DSP shall indicate that the first ringback has started after at least 400 ms of ringback like signal has been processed, as long as no other tone type is early detected. If more than one type of tone is early detected, the first ringback reporting shall be delayed until either cadence information disqualifies the other types, or tone precedence is used as a 'tie-breaker'.

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2. The DSP shall indicate ringback has stopped when ringback is no longer detected.

3. The DSP shall indicate a busy tone has been detected after the requisite number of make and break intervals have been processed, and no other tone category is still a candidate for detection.

4. The DSP shall indicate a reorder tone has been detected after the requisite number of make and break intervals have been processed, and no other tone category is still a candidate for detection.

5. The DSP shall indicate a number unobtainable tone has been detected after the requisite number of make and break intervals have been processed, and no other tone category is still a candidate for detection.

6. In the event that more than one tone is a candidate for detection, detection is delayed until all characteristics that may disqualify any of the candidates are tested (for example, waiting for multiple cadence pairs to occur). If there is still more than one potential tone after all differentiating features have been exhausted, then the tone with the highest precedence is detected. Also, if the tone ceases prior to singling out one candidate tone, then the tone with the highest precedence is detected. Precedence is shown in Table A-3.

7. The DSP shall supply an early detect flag. This flag shall be valid after the detector has processed no more than 72 ms of a tone. If more than one tone category is early detected, then the early detect flag shall indicate the tone category with the highest precedence.

8. The DSP shall indicate that a modem has been detected if a single tone falls within the specified frequencies for modem tones, the minimum make interval has been exceeded while the average tone power is in excess of the minimum power requirement, and no other tone category is still a candidate for detection.

9. The DSP shall indicate that a FAX CNG tone has been detected if a single tone falls within the specified frequencies for a CNG tone, the requisite number of on/off cadences have been processed, and no other tone category is still a candidate for detection.

10. The DSP shall indicate that a SIT tone has been detected if at least two of the three segments of possible SIT tones have been detected for at least the minimum interval in excess of the minimum power requirement.

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11. The DSP shall indicate that an Unknown tone has been detected when it has been determined that a tone has been detected that falls within the specified frequencies for an Unknown tone, the minimum duration has been exceeded, and the tone does not match and other category tones.

A.5.3.1 TONE DETECTOR PERFORMANCE REQUIREMENTS

A.5.3.1.1 Single Tones

There are four types of parameters that shall be used to control single tone detection. The variation of each parameter shall be limited by the constraints listed in Table A-5.

------------------------------ Minimum Maximum -------------------------------------------------------------- Frequency 300 Hz 3300 Hz -------------------------------------------------------------- Bandwidth 0 Hz 1800 Hz -------------------------------------------------------------- Duration 100 msec 32760 msec -------------------------------------------------------------- Minimum Power Level -45 dBm 3 dBm --------------------------------------------------------------

Table A-5: Single Tone Detection Constraints

The frequency detection range shall be specified the Frequency and Bandwidth parameters. Figure A-2 shows the relationship of these parameters. Note that the bandwidth specification is symmetric about the center frequency. The Frequency and Bandwidth parameters define a must detect range. The detector shall not use frequency criteria to reject any tones which are within the range specified Frequency/Bandwidth parameters. Tones whose frequencies are outside but close to frequency range may be detected.

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INSERT GRAPH

Figure A-2: Frequency Domain Representation of tone parameters for a Single Tone

If the Power Level of the detected parameter is greater than the minimum power specified by the parameters, the signal shall not be rejected by Power Level heuristics. Duration parameters are used to set the allowable duration of a tone. Minimum and maximum tone durations may be specified (make durations). Also, minimum and maximum silence durations between tones may be specified.

A.5.3.1.2 Dual Tones

Dual tones are created by summing two sinusoids. Since each tone can be isolated in the frequency domain, dual tones are specified as a pair of single tones. Parameters for each tone of a dual pair use the same constraints as single tones. Namely, frequency1 is the center frequency of the lower tone, and bandwidth1 specifies its frequency tolerance. The same is true for frequency2 and bandwidth2 for the high tone. Figure A-3 shows the definition of the frequency and bandwidth parameters for a dual tone.

INSERT GRAPH

Figure A-3: Frequency Domain Representation of Tone Parameters for a Dual Tone

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Not all dual tones are detectable by UTD. A dual tone shall detected only when the difference between the two component frequencies is greater than 10 Hz and less than 230Hz.

A.5.3.1.3 Amplitude Modulated Tones

Amplitude modulated tones are created by multiplying two sinusoids. When analyzed in the frequency domain, a modulated tone looks like three tones. Figure A-4 shows the frequency spectrum for a modulated tone.

The tone whose frequency is the average of the other tones is the carrier. The other two tones can be referred to as side lobes. For amplitude modulated tones, frequencyl and bandwidth1 specify the low sidelobe and its tolerance, while frequency2 and bandwidth2 specify the high sidelobe and its tolerance.

INSERT GRAPH

Figure A-4: Frequency Domain Representation of Tone Parameters for an Amplitude Modulated Tone

As with dual tones, not all modulated tones will be detected by UTD. Modulated tones shall be detected if the difference between the carrier frequency and the sidelobes is between 10 Hz and 230 Hz.

A.5.3.l.4 Precedence

By assigning a detection precedence to the classification process, tone frequency ranges can overlap. When a tone's parameters fall into a range shared by two or more signals, the signal is classified as the one with the highest precedence.

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------------------------------------------- Precedence Call Progress Signal

------------------------------------------- 1 Modem 2 FAX CNG 3 Audible Ringback 4 Busy 5 Reorder or Congestion 6 Number Unobtainable 7 SIT 8 Dial Tone 9 Unknown Tone -------------------------------------------

Table A-6: Tone Detection Precedence

Table A-6 shows the precedence of typical tones that the UTD module detects. Modem signals have the highest precedence, and Unknown tones have the lowest. Therefore, the frequency range of unknown tones can safely overlap the other tone ranges without causing tones to be misclassified. If the range for Unknown tones is allowed to be the maximum range allowed by the detector, any detected tone that is unclassified would be designated as Unknown.

A.5.3.1.5 North American Call Progress Signal Detection

Functional Requirements:

The tables below specify the frequencies, power levels, and cadence of the Bellcore and EIA-464A call progress tones.

- -------------------------------------------------------------------------------- Frequency (Hz) Power Level (dBm) - -------------------------------------------------------------------------------- Name 350 440 480 620 Per Frequency Combined - -------------------------------------------------------------------------------- Audible Ring X X -22.5 +/- 1.5 - -------------------------------------------------------------------------------- Busy X X -27 +/- 1.5 - -------------------------------------------------------------------------------- Dial Tone X X -17.5 to -15 -13 to -14.5 - -------------------------------------------------------------------------------- Intercept X X -20 +/- 1.5 - -------------------------------------------------------------------------------- Reorder X X -27 +/- 1.5 - --------------------------------------------------------------------------------

Table A-7: Call Progress Tone Frequency and Power Requirements

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- ------------------------------------------------------------------------------- Audible ring (ring- repetition of the tone on for 0.8 to 2.2 seconds, and back) off for 2.7 to 4.4 seconds - ------------------------------------------------------------------------------- Busy repetition of the tone on for 0.5+/-0.05 seconds, and off for 0.5 +/-0.05 seconds - ------------------------------------------------------------------------------- Dial steady uninterrupted - ------------------------------------------------------------------------------- Intercept repetition of an alternating sequence, of the two frequencies each being on for 0.16 to 0.30 seconds with a total cycle time of 0.5 +/-0.05 seconds - ------------------------------------------------------------------------------- Reorder (fast busy) repetition of the tone on for 0.25+/-0.025 seconds, and off for 0.25+/-0.025 seconds - -------------------------------------------------------------------------------

Table A-8: Call Progress Tone Cadence

Performance Requirements:

1. Frequency Deviation: Even though the generator is required to meet a frequency tolerance per tone of +/-0.5%, the detector needs to allow for a wider frequency tolerance due to variations in generators and line distortions. The CP detector detects all tones whose component frequencies deviate less than 1% from nominal.

2. Twist: The CP detector detects all tones whose twist is less than +/-4 dB.

3. Dynamic Range: The CP detector exhibits a minimum dynamic range of 25 dB.

4. Cadence: The CP detector must detect call progress tones whose cadence is within +/-10%.

5. Talkoff: The CP detector makes no false detections in 12 hours of testing with voice at -15 to -18 dBm ASL.

A.5.3.1.6 FAX CNG Tone Detection

The standard connection protocol for automatic connection of a FAX modem requires that the calling FAX modem generate a calling tone (CNG). Hence for incoming calls, the EVP software has to detect a CNG signal. When CNG is detected, EVP alerts the Core Processor to redirect the call to a FAX machine or a FAX modem embedded within the call processing system.

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Functional Requirements:

Detect the presence of the FAX calling tone (CNG). A CNG signal is defined as follows.

INSERT GRAPH

Figure A-5: Fax calling tone (CNG)

a) The CNG tone is within 38 Hz of nominal frequency.

b) The timing tolerance of a CNG tone is +/-15%.

c) The power of a CNG tone is between 0 and -43 dBm.

Performance Requirements:

1. The detector does not miss any CNG signals on a prerecorded tape containing 50 CNG tone samples collected from S different FAX machines.

2. The detector does not miss any CNG signals from the same FAX machines connected to a local CO with a noise level of less than -45 dBm.

3. The detector misses less than 0.5% of CNG signals (generated at -10 dBm) when compressed voice is output at a level of-15 dBm or less (average over 3 seconds) into a network whose ERL is greater than 15 dB.

4. The detector does not falsely detect more than 1 CNG tone per 5 hours of voice (based on Bellcore recorded talk radio voice tapes.)

A.5.3.1.7 Modem Tone Specification

All answering modems that conform to the ITU V.25 answering sequence present a 2100 Hz tone 1.8 to 2.5 seconds after answering the telephone line. Figure A-6 and Figure A-7 show the timing of the answering tone (ANS). In Figure A-6, the 2100 Hz

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tone reverses phase every [tau] intervals. These phase reversals disconnect echo cancellers and echo suppressors from the network. According to ITU G.164, phase reversal shall be accomplished such that the phase is within 180 +/-10 degrees in 1 ms and that the amplitude of the 2100 Hz tone is not more than 3 dB below its steady state value for more than 400 musec.

INSERT GRAPH

Figure A-6: Timing for Answering Modem with Phase Reversal

A timing diagram for an answering modem without phase reversal is shown in Figure A- 7. The timing is identical with that of phase reversing tone except for the reversal timing.

INSERT GRAPH

Figure A-7: Timing for Answering Modem without Phase Reversal

Table A-9 contains the nominal frequency, power, and duration requirements for

------------------------------------------------ Minimum Maximum Unit --------------------------------------------------------------------- Frequency 2085 2115 Hz --------------------------------------------------------------------- Duration 2.6 4.0 seconds --------------------------------------------------------------------- Power -18.0 -6.0 dBm0 ---------------------------------------------------------------------

generating modem tones as derived from V.25 and G.164.

Table A-9: Modem Tone Generation Requirements

Performance Requirements:

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1. The detector does not miss any modem answer tone on a pre-recorded tape containing 50 modem answer tone samples collected from 5 different data modems.

2. The detector does not miss any modem answer tone signals from the same data modem connected via a local CO with a noise level of less than -45 dBm.

3. The detector does not miss more than 0.5% of modem answer tones (generated at -10 dBm) when compressed voice is played at a level of -15 dBm (ASL) or lower into a network connection with ERL greater than 15 dB.

4. The detector does not falsely detect the presence of a modem answer tone more than once per 5 hours of voice (using Bellcore recorded talk radio voice tapes).

5. There is no talkdown performance requirement. The near end is always silent and does not interfere with far end modem ANS signals.

6. There shall be fewer than 1 talkoff in 5 hours of call classification when the detector is programmed with the recommended parameters. Assuming that each call is resolved within an average time of 10 seconds, there shall be less than 1 talkoff in 1800 calls.

A.5.3.1.8 Three Tone Sequences

Most countries that generate Special Information Tones (SIT) use a three tone sequence. SIT sequences are generated by various central offices or common carrier switching points to indicate a problem with the dialed call. A SIT tone sequence generally precedes a recorded voice announcement such as the number you have dialed is no longer in service... and is provided specifically for the purpose of detection of the problem type by an automated device.

There are two popular types of SIT sequences. The first type is used mainly in Europe. It consists of a sequence of three tones of identical durations. The second type is the one used in North America. There are several North American SIT sequences that are encoded using various combinations of frequency and duration for each of the three tones. The encoding has been standardized by Bellcore.

Performance Requirements:

1. The UTD shall handle both types of sequences.

2. There is no talkdown performance requirement. The near end is always silent and does not interfere with far end SIT signals.

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3. There shall be fewer than 1 talkoff in 5 hours of voice when the detector is programmed with the recommended parameters. Assuming that each voice call is has an average of 2 seconds of voice, there shall be fewer than 1 talkoff in 9000 calls.

A.5.3.1.9 Unknown Tone

Any single tone, dual tone, amplitude modulated tone or single tone sequence that is not classified as a CP, SIT, CNG or modem ANS tone, shall be reported as an unknown tone.

Performance Requirements:

1. Talkdown performance requirement [TBD]

2. There shall be fewer than 1 talkoff in 5 hours of voice when the detector is programmed with the recommended parameters (minimum tone duration 400 ms). Assuming that each voice call is has an average of 2 seconds of voice, there shall be fewer than 1 talkoff in 9000 calls.

A.6 Multifrequency Tone Detection (MFD)

The MFD algorithm module detects the presence of Rl, R2 Forward, and R2 Backward Multi frequency (MF) tones under a broad range of network conditions and under international telecommunications specifications.

A.6.1 Functional requirements:

Table A-10, Table A-11, and Table A-12 specify the nominal frequencies for the MF digits that must be detected.

- ----------------------------------------------------------------------- F1 (Hz) F2 (Hz)

900 1100 1300 1500 1700 ------------------------------------------------------------- 700 1 2 4 7 Spare 900 -- 3 5 8 Spare 1100 -- -- 6 9 KP 1300 -- -- -- 0 Spare 1500 -- -- -- -- ST - ----------------------------------------------------------------------- Table A-10: Nominal MF R1 Frequencies and corresponding digit definitions

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- ----------------------------------------------------------------------- F1 (Hz) F2 (Hz) 1500 1620 1740 1860 1980 ------------------------------------------------------------- 1380 1 2 4 7 11 1500 -- 3 5 8 12 1620 -- -- 6 9 13 1740 -- -- -- 10 14 1860 -- -- -- -- 15 - -----------------------------------------------------------------------

Table A-11: Nominal MF R2 Forward Frequencies and corresponding combination numbers

- ----------------------------------------------------------------------- F1 (Hz) F2 (Hz) 1020 900 780 660 540 ------------------------------------------------------------- 1140 1 2 4 7 11 1020 -- 3 5 8 12 900 -- -- 6 9 13 780 -- -- -- 10 14 660 -- -- -- -- 15 - -----------------------------------------------------------------------

Table A-12: Nominal MF R2 Backward Frequencies and corresponding combination numbers

1. Be configurable to detect either R1, R2 forward, or R2 backward MF digits on a per-call basis.

2. Detect the presence of all 15 R1, 15 R2 Forward, and 15 R2 Backward digits under a broad range of network conditions.

3. MF digit information is provided as soon as the minimum duration is met. This information is called leading edge detection. This allows the earliest possible response to the digit, such as in compelled signaling.

4. The trailing edge of a MF digit must be detected. This allows the system to delay any response (such as in compelled signaling) to the digit until it is removed. The criteria selected for trailing edge detection will debounce MF digits.

5. The DSP reports leading and trailing edge in the 8 ms block that they are detected. MF events are not buffered.

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A.6.2 R1 Detection Performance requirements:

Table A- 13 consists of MF R1 tone detection performance requirements taken from CCITT/ITU Q310-Q331 and Bellcore TR-NWT-000506. Also shown is D2's MF R1 performance requirements, which is a superset of the CCITT and Bellcore requirements.

- ------------------------------------------------------------------------------------------------------------------ Requirement - ------------------------------------------------------------------------------------------------------------------ Characteristic Bellcore CCITT/ITU D2 - ------------------------------------------------------------------------------------------------------------------ Frequency Deviation +/-(1.5% + 5 Hz) must +/-1.5% must accept Configurable choice of accept three sets of must accept frequency tolerance: +/-(1.5% + 5 Hz), +/-(1.5% + 10 Hz), +/-(1.5% + 15 Hz) - ------------------------------------------------------------------------------------------------------------------ Tone Duration KP signal >/= 54 ms >/=30 ms must accept Minimum duration is must accept; must reject steps, from 28 ms up. All others: >/=30 ms Can be configured for must accept; /=30 ms must accept; must reject - -------------------------------------------------------------

----------------------------------------------------- Minimum Interdigital Must accept Must accept Minimum interdigital Interval interdigital intervals interdigital intervals interval is configurable >/=25 ms. Must bridge >/=20 ms in 4 ms steps. Can be interdigital intervals configured for >/=20 ms - ------------------------------------------------------------------------------------------------------------------ Minimum Cycle Time Up to 10 pulses per - >10 pulses per second second (100 ms cycle ( time) - ------------------------------------------------------------------------------------------------------------------ Accept Levels 0 to -25 dBm must - Minimum power is accept configurable from -25 frequency - ------------------------------------------------------------------------------------------------------------------ Twist (ratio of high group power to low) accept accept accept - ------------------------------------------------------------------------------------------------------------------ SNR (white noise) 20 dB - 20 dB - ------------------------------------------------------------------------------------------------------------------ Impulse Noise Fewer than 14 missed - Fewer than 14 missed or split digits in or split digits in Bellcore Impulse Noise Bellcore Impulse Noise Tape No. 201 Tape No. 201 - ------------------------------------------------------------------------------------------------------------------

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- ------------------------------------------------------------------------------------------------------------------ Disturbing Frequencies Detection in the - Detection in the presence of 2A-B and presence of 2A-B and 2B-A modulation 2B-A modulating products 28 dB below products 28 dB below each frequency each frequency component level of the component level of the signals. signals - ------------------------------------------------------------------------------------------------------------------

Table A-13: MFD R1 Detection Performance Requirements

A.6.3 R2 Detection Performance Requirements

Table A- 14 shows the MF R2 tone detection performance requirements taken from CCITT/1TU Q400-490. The MFD module is required to pass all CCITT/ITU requirements.

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- -------------------------------------------------------------------------------------------------------- Characteristic CCITT/ITU Requirement CCITT/ITU Requirement - -------------------------------------------------------------------------------------------------------- Frequency Deviation +/-10 Hz must accept Configurable choice of three - -------------------------------------------------------------------------------------------------------- sets of must accept frequency tolerance: +/-10 Hz +/-15 Hz +/-20 Hz

- -------------------------------------------------------------------------------------------------------- Tone Duration Must reject signals - ----------------------------------------------------------------------------------------------- --------- Minimum response time for R2 detect delay + generate detect delay + generate delay compelled signaling delay detect delay + decision detect delay + decision delay + delay + generate delay - -------------------------------------------------------------------------------------------- ------------ Accept Levels -5 dBm0 to -31.5 dBm0 must Minimum power is detect; configurable from -25 dBm to -38.5 dBm0 must reject -45 dBm per frequency - -------------------------------------------------------------------------------------------------------- Twist (ratio of high group power to low) adjacent frequencies; for adjacent frequencies; non-adjacent frequencies; for non-adjacent frequencies 20 ddB twist must reject 20 dB twist must reject - --------------------------------------------------------------------------------------------------------

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- --------------------------------------------------------------------------------------------------------

Disturbing Frequencies Must not falsely detect due to Must not falsely detect due to any one or more valid R2 any one or more valid R2 frequencies at -55 dBm per frequencies at -55 dBm per frequency. frequency. In the presence of a valid R2 In the presence of a valid R2 tone, no missed detections and tone, no missed detections and no false detections due to any no false detections due to any of the remaining frequencies at of the remaining frequencies at 20 dB below the highest of the 20 dB below the highest of the MF tone pair. MF tone pair. Must not falsely Must not falsely detect due to: detect due to: 1. Any 1 or 2 pure sine waves, 1. Any 1 or 2 pure sine waves, each at -38.5 dBm0, 300-3400 each at -38.5 dBm0, 300-3400 Hz. Hz. 2. Any 1 or 2 pure sine waves, 2. Any 1 or 2 pure sine waves, each at -42 dBm, 300-3400 Hz. each at -42 dBm, 300-3400 Hz. 3. Forward detector: Any 2 3. Forward detector: Any 2 pure sine waves, each at -5 pure sine waves, each at -5 dBm, 330-1150 Hz or 2130-3400 dBm, 330-1150 Hz or 2130-3400 Hz. Hz. 4. Backward detector: Any 2 4. Backward detector: Any 2 pure sine waves, each at -5 pure sine waves, each at -5 dBm, 1300-3400 Hz. dBm, 1300-3400 Hz. - -------------------------------------------------------------------------------------------------------- Transmitted signal interference Must not falsely detect due to Must not falsely detect due to generation of outgoing MF generation of outgoing MF digits. digits. - --------------------------------------------------------------------------------------------------------

Table A-14: MFD R2 Detection Performance Requirements

A.7 MFcR2 compelled signaling

In order to pass the CCITT requirements for compelled signal timing, the following additional requirements are made on the MFD detector:

1. The MFD detector shall detect the leading edge of an R2 digit after processing no more than 24 ms of the digit.

2. The MFD detector shall detect the trailing edge of an R2 digit after processing no more than 16 ms of the silence following the digit.

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EXHIBIT B

LICENSEE PRODUCT DESCRIPTION

Service Resource Module (SRM) for high density programmable switching systems.

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EXHIBIT C

DEVELOPMENT, MAINTENANCE, AND RUNTIME LICENSE FEE SCHEDULE

DEVELOPMENT LICENSE FEES: LICENSED TECHNOLOGY FOR THE BASIC SERVICES SPECIFIED IN EXHIBIT A

Development license fees are specified in PO #104962.

50% of which has already been paid to D2 and the final 50% to be paid upon the delivery and acceptance of the Licensed Technology for Basic Services by Licensee in accordance with Article 4 of this Agreement.

MAINTENANCE FEES: LICENSED TECHNOLOGY FOR THE BASIC SERVICES SPECIFIED IN EXHIBIT A

The Maintenance Fee after the expiry of the Warranty period shall be $20,000 per year, starting from the date after the Warranty period (Contract Year),

renewable at the end of each Contract Year.

In the event that during the four consecutive calendar quarters which begin immediately after the start of a Contract Year, LICENSEE completes payments to D2 of one hundred thousand dollars in Runtime License Fees under this Agreement, D2 will apply a credit equaling to 100% of the Maintenance Fee against the Runtime License Fees of that Contract Year.

In the event that LICENSEE exercises the Buy Out option for Runtime License Fees, there shall be no Maintenance Fee for the first three years after the expiry of the Warranty period.

RUNTIME LICENSE FEES: LICENSED TECHNOLOGY FOR BASIC SERVICES SPECIFIED IN EXHIBIT A AND SIMPLE CONFERENCING TECHNOLOGY

A runtime license fee shall be paid for each SRM in the Licensee Product (Exhibit B) which contains the Licensed Technology for Basic Services and simple conferencing which does not require network echo cancellation technology (Exhibit A) sold by LICENSEE. Licensee Products which do not run the Licensed Technology are not subject to runtime license fees.

The runtime license fee is based on the number of ports of service that a customer can expect the SRM to provide. As such, this runtime license fee calculation may be used for an SRM with any number of DSP processors (DSPs), with any MIPS

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performance rating, as long as it is from the TI TMS320C54x, TMS320C55x, or TMS320C6x processor family.

Fee_per_SRM = Fee_per_Port * DSPs_per_SRM * Average_Ports_per_DSP

Where:

Fee_per_SRM is the runtime license fee for each SRM. Fee_per_Port is on Table 1. DSPs_per_SRM is the number of DSPs on each SRM. Average_Ports_per_DSP is defined below.

----------------------------------------------------------- total quantity of processors licensed Fee_per_port ----------------------------------------------------------- 1-5,000 $2.00 ----------------------------------------------------------- 5,001 - 25,000 $1.00 ----------------------------------------------------------- 25,001 - 50,000 $0.75 ----------------------------------------------------------- 5,001 - 75,000 $0.50 ----------------------------------------------------------- > 75,000 $0.00 -----------------------------------------------------------

Table 1. Fee per port

If LICENSEE commits to purchase licenses for a minimum of 10,000 processors for the first year after first customer shipments, the fee_per_port will be reduced for $1.00 for the first 5,000 processors.

The SRM will provide 5 Basic Services and simple conferencing (which does not require network echo cancellation):

1. DTG -- Digital Tone Generation (static channels and outpulsing) 2. CPA -- Call Progress Analysis (with Voice Activity Detection) 3.- DRC -- DTMF Detection 4. MFR(1) -- Multifrequency Reception (1) 5. MFCR2 -- Multifrequency Reception and Transmission, Compelled R2

To determine the Average ports per DSP, the completed software will be tested in a heavily-loaded VCO/20 to determine the maximum number of ports that a single DSP processor performing each of the Basic Services can reliably satisfy. This

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maximum will be documented in Table 2 below, and will be encoded in software, to prevent a customer from exceeding it.

This maximum will vary depending on the DSP processor speed, so a separate measurement will have to be done for SRMs containing faster processors. Due to system limitations, this number will never exceed 63.

The number of ports supported for each of the Basic Services, per DSP processor, will be averaged (arithmetic mean) to create an average number of ports per DSP (Average_Ports_per_DSP). Because of the computational simplicity of the DTG Service, it will not be included in this calculation:

Average_Ports_per_DSP = (#CPA + #DRC + #MFR1 + #MFCR2)/4

- -------------------------------------------------------------------------------- Service Predicted Measured Included in

Maximum # Ports Maximum # Ports Average? - -------------------------------------------------------------------------------- DTG 63 To be measured Not included - -------------------------------------------------------------------------------- CPA 30 To be measured Included - -------------------------------------------------------------------------------- DRC 30 To be measured Included - -------------------------------------------------------------------------------- MFR1 30 To be measured Included - -------------------------------------------------------------------------------- MFCR2 30 To be measured Included - --------------------------------------------------------------------------------

TABLE 2. MEASURED PERFORMANCE OF SERVICES

CAP: The runtime license fees is fully paid up after it reaches the CAP, which is the cumulative runtime license fees paid by LICENSEE for the first 75,000 processors as specified in Table 1 above. The CAP is cumulative across the Texas Instruments TMS320C54x, TMS320CSSx, and TMS320C6x, and other TI processors based on the same core processor architecture.

BUYOUT OPTION: Within the Warranty period, LICENSEE may elect to pay D2 a sum of $1,400,000 as a one time paid-up runtime license fees for the Basic Services specified in Exhibit A.

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EXHIBIT D

MODEL LICENSEE AGREEMENT FOR LICENSEE PRODUCT

SOFTWARE LICENSE

Licensed Technology incorporated in LICENSEE Product, together with Updates and New Versions thereof, are provided to LICENSEE's Customer under a non-exclusive worldwide license subject to the following terms:

1. LICENSEE's Customer shall have the right to distribute copies of the Licensed Technology to end users in Object Code form either directly or indirectly through others for use in connection with the LICENSEE Product. LICENSEE's Customer shall require that such end users agree to protect D2's and LICENSEE's intellectual property rights in the Licensed Technology as set forth in this LICENSEE's Customer Agreement.

2. LICENSEE's Customer shall have the right to reproduce the Licensed Technology for distribution and make a reasonable number of copies of the Licensed Technology for backup or archival purposes.

3. LICENSEE's Customer shall not have the right to modify, reverse engineer, decompile or derive Source Code from the Licensed Technology, nor shall LICENSEE's Customer permit any third party to do so. LICENSEE's Customer shall not have the right to disclose the Licensed Technology except as permitted herein.

4. LICENSEE's Customer shall have the right to transfer a licensed copy of the Licensed Technology to a third party provided LICENSEE's Customer does not retain any copies of such licensed copy and the third party agrees to abide by the terms and conditions of this LICENSEE's Customer Agreement. All Licensed Technology must be transferred upon a change in title of any hardware in which it was installed.

5. LICENSEE's Customer agrees that D2 or LICENSEE retain the entire right and title to Licensed Technology.

6. The provisions of this Article (paragraphs 1 through 6 preceding) shall survive the termination or expiration of this LICENSEE's Customer Agreement.

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EXHIBIT E

1. Development and Back-up Computers

Computer Manufacturer and Model Serial Number Dev/Backup

(1) -- --

(2) -- --

(3) -- --

1. FORMAT OF Licensed Software Media

(1) -- --

(2) -- --

(3) -- --

Date:

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EXHIBIT F

Acceptance Test Specification

To be provided by D2 and LICENSEE within 90 days of effective date of this Agreement.

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Question: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any warranty against defects or errors in technology, products, or services provided under the contract?
The acceptance specification shall be completed no later than 90 days after the effective date of this Agreement and shall be attached to this agreement as Exhibit F.