Exhibit 10.1
LICENSE AGREEMENT
Case Western Reserve University – Exact Sciences Corporation
This Agreement (hereinafter “this Agreement”) entered into as of this 18th day of July, 2005 (“Effective
Date”) by and between Case Western Reserve University, an Ohio non-profit corporation, having a principal
place of business at 10900 Euclid Avenue, Cleveland, Ohio 44106 (“CASE”) and Exact Sciences Corporation,
a Delaware corporation, having a principal place of business at 100 Campus Drive, Marlborough, MA 01752
(“Licensee”).
WITNESSETH
WHEREAS, CASE has, subject to certain interests of Howard Hughes Medical Institute (“HHMI”),
certain technology developed in the laboratory of Dr. Sanford Markowitz, a Howard Hughes Medical Institute
Investigator at CASE, relating to HLTF and Vimentin Gene Methylation in Colon Cancer, and is interested in
licensing same,
WHEREAS, CASE has right, by reason of its Intellectual Property Policy and assignment from HHMI,
to license such technology, subject to the right of HHMI to review and approve of any such license;
WHEREAS, CASE’s interest in such technology is subject to certain retained rights by the United States
of America and HHMI;
WHEREAS, Licensee desires to acquire rights in and to the technology upon the terms and conditions
herein set forth;
NOW THEREFORE, in consideration of the mutual covenants contained herein and intending to be
legally bound hereby, the parties agree as follows:
1. DEFINITIONS
1.1 The term “Copyrights” shall mean CASE’s and/or HHMI’s copyrights in the Licensed
Technology.
1.2 The term “Dispose” or “Disposition” shall mean the sale, lease or other transfer of Licensed
Product(s).
1.3 The term “Dollar”, “U.S. Dollar” and “U.S. __DOCTEXT__rdquo; shall mean lawful money of the United States of
America.
1.4 The term “Field of Use” shall mean use of the Licensed Technology in detecting human
colorectal cancer and tumors, in