Third Amendment dated effective October 1, 2017 to Amended and Restated License Agreement dated effective January 1, 2019, by and among the Registrant, Mayo Foundation for Medical Education and Research and Exact Sciences Development Company, LLC

THIRD AMENDMENT TO
MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH
AMENDED AND RESTATED LICENSE AGREEMENT

This Third Amendment (this “Amendment”) to that certain Amended and Restated License Agreement dated effective January 31, 2015 (the “Restated Agreement”), by and between Mayo Foundation for Medical Education and Research (“MAYO”) and Exact Sciences Corporation (“EXACT”), as previously amended by (i) that certain First Amendment dated effective as of January 11, 2016 (the “First Amendment”) and (ii) that certain Second Amendment dated effective October 1, 2017 (the “Second Amendment”; the Restated Agreement, as amended by the First Amendment and the Second Amendment, the “Existing Agreement”), is entered into by and between MAYO and Exact Sciences Development Company, LLC (“ESDC”), a wholly owned subsidiary of EXACT.  This Amendment is executed on the dates indicated below, but shall be deemed effective as of January 1, 2019 (“Amendment Effective Date”).

WHEREAS, pursuant to the Second Amendment, the Restated Agreement, as then amended, was assigned from EXACT to ESDC; and

WHEREAS, the parties desire to amend the Existing Agreement to reflect that, subsequent to the retirement of David A. Ahlquist, M.D. effective December 31, 2018, certain activities shall be continued by John B. Kisiel, M.D;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Amendment and the Existing Agreement, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

(b)research and development information, technical data, unpatented inventions, know-how and supportive information developed by Dr. Ahlquist, Dr. Kisiel and/or other individuals as a result of Dr. Ahlquist’s or Dr. Kisiel’s activities pursuant to Section 2.06 to the extent it is necessary for the development or manufacture of a Licensed Product; and

2.06COMMITMENT TO CONFER.

(a)MAYO will collaborate with EXACT on the development of Licensed Products, including sharing Know-How and providing access to MAYO Materials and laboratory equipment, conducting scientific studies, providing biostatistical support, and making submissions for peer-reviewed publications (MAYO file #2009-169; Know-How Related to Development, with Exact Sciences, of a Product for the Screening of Patients for Colorectal and other Aerodigestive Cancers Using Stool Samples”).

(b)Between the Effective Date and the Amendment Effective Date, Dr. Ahlquist was obligated to, and did, consult on, collaborate with, and oversee EXACT on product development efforts, as a special advisor to the EXACT board of directors and senior management.  Beginning on the Amendment Effective Date and continuing through the five (5) year anniversary of the Effective Date, subject of MAYO approval, and for so long as Dr. Kisiel is an employee of MAYO (the “Commitment to Confer Period”), Dr. Kisiel will consult on, collaborate with, and oversee EXACT on product development efforts, as a special advisor to the EXACT board of directors and senior management.  EXACT will confer with Dr. Kisiel in person in Rochester, MN, Madison, WI or as mutually agreed, or by telephone.  All travel expenses incurred by Dr. Kisiel in this role as advisor shall be paid by EXACT.  EXACT anticipates Dr. Kisiel will contribute up to 50% of his time to services for EXACT, with the remainder of his time allocated to clinical practice.  MAYO shall be solely responsible for compensating Dr. Kisiel, provided, however, that in consideration of the services provided under this Section 2.06(b), EXACT shall pay MAYO the

amounts set forth in Section 3.05.  If for any reason Dr. Kisiel becomes unavailable to direct the performance of the work under this Restated Agreement, MAYO shall notify EXACT and the Parties will work together to identify a mutually acceptable successor to provide the advisory services formerly provided by Dr. Kisiel, as well as mutually acceptable compensation to replace that described in Section 3.05 for Dr. Kisiel, with the intent to keep Dr. Kisiel’s research team and projects intact; provided, however, if the Parties fail to agree on a mutually acceptable successor within a reasonable period of time, Exact may, upon written notice to MAYO, terminate the Commitment to Confer Period and the Parties’ obligations under this Section 2.06(b) as well as EXACT’s payment obligations under Section 3.05 (for the avoidance of doubt, any such terminations shall not have the effect of terminating EXACT’s other rights under this Restated Agreement, including without limitation its license rights). 

2.07       LICENSE GRANT FOR NEW MARKERS. MAYO grants to EXACT a perpetual exclusive license with the right to sublicense, to make, have made, use, offer for sale, sell, and import Licensed Products that incorporate, use, or derive from any markers identified by Dr. Ahlquist, Dr. Kisiel (or his successor) or any member of Dr. Ahlquist’s or Dr. Kisiel’s (or his successor’s) research team from the Effective Date through the expiration or earlier termination of the Commitment to Confer Period, whether such markers are patented or unpatented. MAYO represents and warrants that all such markers that have been identified as of the Effective Date are listed on Exhibit B hereto, and MAYO agrees that it shall update Exhibit B from time to time to include all new markers within the Field. Exhibit B shall be updated on a semi-annual basis. All rights granted under this Section 2.07 are subject to MAYO’s and its Affiliates’ reserved, irrevocable right to use such markers in connection with MAYO’s and its Affiliates’ educational, research and non‑commercial, and non-competitive with EXACT, clinical programs (for the avoidance of doubt, MAYO will not use such markers to develop or offer to third parties products or services that are competitive to any product or service offered or sold by EXACT or its Affiliates).

3.05COMPENSATION TO MAYO FOR KISIEL KNOW-HOW.    During the Commitment to Confer Period, EXACT will reimburse MAYO for twenty-five percent (25%) of Dr. Kisiel’s salary and benefits (the “Reimbursement Amount”).  As of the Amendment Effective Date, Mayo projects that the Reimbursement Amount for calendar year 2019 will be approximately one hundred eighty-eight thousand, eight hundred and eighty-eight dollars ($188,888). The actual Reimbursement Amount, subject to reasonable standard programmed adjustments, will be invoiced by Mayo on a calendar quarterly basis and shall be paid by Exact within thirty (30) days of receipt of such invoice.  The financial information in this Section 3.05 is MAYO’s Confidential Information.

This amount will be proportionately adjusted each calendar year based on any increase in that year’s rate of salary and benefits for Dr. Kisiel as compared to the prior year.

(signature page follows)

IN WITNESS WHEREOF, the parties, intending to be legally bound thereby, have executed this Amendment as of the signature dates indicated below and intend it to be effective as of the Amendment Effective Date.

ANNEX I

Updated Exhibit B

See attached.