EXCLUSIVE LICENSE AGREEMENT
This Exclusive License Agreement (the "Agreement") is entered into as of November 26, 2002 (the "Effective
Date") by and between Matrix Technologies Corporation, d/b/a Apogent Discoveries, a Delaware corporation,
having a principal place of business at 22 Friars Drive, Hudson, New Hampshire, 03051 ("APOGENT"), and
EXACT Sciences Corporation, a Delaware corporation having a principal place of business at 63 Great Road,
Maynard, Massachusetts 01754 ("EXACT").
In consideration of the mutual promises and conditions contained in this Agreement, APOGENT and EXACT
agree as follows:
ARTICLE 1 - DEFINITIONS
1.1 "Affiliate" shall mean any company, corporation or other business entity that is controlled by, controlling, or
under common control with the subject company, corporation or other business. For this purpose "control"
means direct or indirect beneficial ownership of at least fifty percent (50%) interest in the voting stock (or the
equivalent) of the company, corporation or other business or having the right to direct, appoint or remove a
majority of members of its board of directors (or their equivalents) or having the power to control the general
management of the company, corporation or other business, by law or contract.
1.2 "APOGENT Technology" shall mean APOGENT's proprietary acrydite chemistry technology described and
claimed in the Licensed Patents. APOGENT Technology expressly includes the Licensed Patents, Licensed
Products, and the Licensed Process.
1.3 "EXACT Inventions" shall mean (a) all inventions, and all modifications, enhancements, changes, or
improvements to APOGENT Technology that are conceived or reduced to practice solely by EXACT in the
course of performing under this Agreement.
1.4 "EXACT Net Revenues" shall mean [CONFIDENTIAL TREATMENT REQUESTED]/*/ other than
revenues received by EXACT from a Sublicensee, from
[CONFIDENTIAL TREATMENT REQUESTED]/*/
1.5 "Exclusive Field" shall mean [CONFIDENTIAL TREATMENT REQUESTED]/*