Improved Quality of Treatment Decisions. We believe our approach to genomic-based cancer analysis improves the quality of cancer treatment decisions by providing an individualized analysis of each patients tumor that is correlated to clinical outcome. Our approach represents a substantial departure from existing approaches to treatment, which often use subjective, anatomic and qualitative factors to determine treatments. Oncotype DX has been shown in clinical studies to classify many patients into recurrence risk categories different from classifications based on current guidelines. Thus, our solution enables patients and physicians to make more informed decisions about treatment risk-benefit and, consequently, design an individualized treatment plan

Exhibit 10.5.4

*** Confidential Treatment Requested. Confidential portions of this document have been redacted
and have been separately filed with the Commission.

Amendment #3 to LifeSeq® Collaborative Agreement

     This Amendment to the LifeSeq^® Collaborative Agreement (this “Amendment”) is entered into as of October 25,2004 (the “Amendment Effective Date”) by and between Incyte Corporation (f/k/a Incyte Genomics, Inc.), a Delaware Corporation (“Incyte”) and Genomic Health, Inc., a Delaware corporation (“GHI”).

Recitals

     WHEREAS, Incyte and GHI are parties to the LifeSeq^® Collaborative Agreement between Incyte Genomics, Inc. and Genomic Health, Inc. dated March 30,2001 (the “Agreement”) as amended December 21,2001 and further amended on July 19,2002; and

     WHEREAS, Incyte and GHI desire to amend and supplement of the Agreement as set forth below.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Amendment as of the Amendment Effective Date

     1. The definition of “Access Term‘?in Article 1.0 of the Agreement is hereby deleted and replaced with the following:

“Access Term” shall mean the period commencing on the Effective Date and continuing in perpetuity, unless the Agreement is earlier terminated pursuant to Article 7.0.

     2. The definition of “Designated Gene” in Article 1.0 of the Agreement is hereby deleted in its entirety and Incyte and GHI hereby agree to the following procedure for identification of a “Designated Gene”:

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*** Confidential material redacted and filed separately with the Commission.

     3. All references to the term “Designated Gene/Gene Derivative” throughout the Agreement are hereby replaced with the term “Designated Gene.”

     4. The definition of “LifeSeq^® Gold Database” in Article 1.0 and the corresponding Exhibit A are hereby deleted in their entirety.

     5. The definition of “LifeSeq^® Database Product(s)” in Article 1.0 is hereby deleted and replaced with the following:

“LifeSeq^® Database Products” shall mean the March 2004 release of Incyte’s proprietary database of Database Information, any LifeSeq^® Database Products previously provided to GHI, and the December 2003 release of Incyte’s database of expressed sequence tags from rat, mouse, monkey and dog, including any gene assemblies with any derived tissue specific expression information, and referred to as ZooSeq^®, all as provided to GHI.

     6.       The following definition is hereby added to Article 1.0 of the Agreement:

“License Term” shall mean three years beginning on the Amendment Effective Date unless earlier terminated pursuant to Article 7.0 or extended pursuant to Section 7.2.

     7.       The definition of “Net Sales” in Article 1.0 is hereby deleted and replaced with the following:

“Net Sales”: shall mean:

with respect to Products that are provided as products, invoiced sales by GHI, GHI Affiliates or sublicensees on all sales of Product (in final form for end use) to an unaffiliated third party (whether an end-user, a distributor or otherwise), and exclusive of intercompany transfers or sales, less the following deductions from such invoiced sales which are actually incurred, to the extent that they are reasonable and customary, and to the extent that they do not exceed *** percent (***%) of invoiced sales in a calendar quarter:

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*** Confidential material redacted and filed separately with the Commission.

with respect to Products that are provided as services, the gross invoice price for such services performed by GHI, less the following deductions where they are factually applicable and are not already reflected in the gross invoice price:

     8. Section 2.1.3 of the Agreement is hereby deleted and replaced with the following:

2.1.3 No Updated Releases or Updates. Notwithstanding anything in this Agreement to the contrary, Incyte shall have no obligation to provide GHI with any updates to, updated releases of or support to the LifeSeq^® Database Products.

     9. In Section 2.3.4 of the Agreement, the term “Access Term” is hereby replaced with the term “License Term.”

     10. Section 2.3.7 of the Agreement is hereby deleted and replaced with the following:

2.3.7 Termination of Access Term and/or License Term. Upon any termination of the Access Term, GHI shall discontinue use of all LifeSeq Database Products and Database Information and remove each LifeSeq^® Database Product(s) from each Installation Site(s), and promptly return to Incyte, or upon Incyte’s written instruction, destroy all portions and copies of LifeSeq^® Database Products and the Database Information. Upon expiration or termination of the License Term, GHI shall perform with Incyte a mutually acceptable final accounting of those Designated Genes which are subject to one or more of the licenses granted to GHI under Article 3 below.

     11. Section 3.1.2 is hereby deleted in its entirety.

     12. Section 3.3 is hereby deleted in its entirety.

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*** Confidential material redacted and filed separately with the Commission.

     13. Incyte and GHI hereby agree that within thirty (30) days after the Amendment Effective Date, GHI shall pay to Incyte $*** and upon Incyte’s receipt of such payment, GHI shall have no further obligation to make any payments to Incyte under Section 4.1 of the Agreement.

     14. Note (d) below Table 4.2 is hereby deleted.

     15. The first paragraph of Section 4.3 is hereby deleted and replaced with the following:

The foregoing payments under Section 4.2 will accrue or become due or payable with respect to Product(s) which are covered by a Valid Claim of Incyte Patent Rights and/or to Products which are identified or discovered by a process which (i) utilizes a Gene which is covered by a Valid Claim of Incyte Patent Rights and (ii) where the use of such Gene for such identification or discovery would have constituted an infringement of Incyte Patent Rights but for licenses granted hereunder.

     16. The first sentence of Section 4.5 “Mode of Payment” is hereby deleted and replaced with the following:

For the purposes of determining when a sale of a royalty-bearingProduct occurs, the sale shall be deemed to occur on the date that revenue resulting from such sale is recorded on GHI books in accordance with Generally Accepted Accounting Principles.

     17. GHI acknowledges that Incyte has delivered to GHI as part of the LifeSeq^® Database Product, a version of SRS Runtime (“SRS") developed by LION bioscience, Inc. which may be used by GHI in connection with the LifeSeq^® Database Products by entering into an agreement with LION bioscience, Inc. GHI shall have no obligation to use SRS. GHI shall have the option to use the LifeSeq^® Database Product in flat file format at GHI’s sole discretion. If GHI does not use SRS, GHI shall have no obligation to enter into an agreement with LION bioscience, Inc. with regard to the use of SRS.

     18. Incyte and GHI hereby agree that notwithstanding anything in the Agreement to the contrary, GHI shall have no access to LifeSeq^® Database Products via the Internet and Incyte shall have no obligation to provide such.

     19. Article 7.0 (including Sections 7.1, 7.2, 7.4 and 7.5) is hereby deleted and replaced with the following:

7.0 TERM; TERMINATION.

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*** Confidential material redacted and filed separately with the Commission.

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     21. Except as specifically modified or amended by this Amendment which Amendment is effective as of Amendment Effective Date, the Agreement shall remain in full force and effect. For purposes of clarity, this Amendment is not retroactive, therefore as of prior to the Amendment Effective Date, the Agreement shall remain in full force and effect as it existed prior to this Amendment.

     IN WITNESS WHEREOF, Incyte and GHI have caused this Amendment to be executed by their respective duly authorized officers as of the Amendment Effective Date.

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