THIS AGREEMENT (the “Agreement”), effective this 26th day of June, 2002 (the “Effective Date”), is entered
into by and between Laboratory Corporation of America Holdings (“LABCORP”), a Delaware corporation
having its principal place of business at 430 South Spring Street, Burlington, NC 27215; and EXACT Sciences
Corporation (“EXACT”), a Delaware corporation having its principal place of business at 63 Great Road,
Maynard, MA 01754.
EXACT owns certain proprietary technology directed to cancer detection and is producing
improvements, enhancements, and inventions related to that technology.
LABCORP has equipment, facilities, knowledge, and know-how that are useful in connection with the
performance of commercial and clinical testing relating to EXACT’s proprietary technology.
EXACT and LABCORP (the “Parties”), therefore, in consideration of the mutual covenants and
conditions contained herein, agree as follows:
Article 1: Definitions
1.1 “Affiliate” shall mean, with respect to either Party or any third party, any Person controlling, controlled
by or under the common control of that Party or third party, as the case may be at any time during the
Term of this Agreement. For the purpose of this definition, “control” shall mean direct or indirect
ownership of fifty percent (50%) or more of the shares entitled to vote for the election of directors.
1.2 “Approved Kit” shall mean an in vitro diagnostic kit for the performance of Assays.
1.3 “ACP”, which is an acronym for ‘Average Compensated Price’, shall mean, for any specified month,
the average dollar amount received (as such average is calculated in the manner set forth on Schedule 3)
for each Assay performed by LABCORP and its Affiliates and sub-licensees under this Agreement
1.4 “Analytical Process Improvement” shall mean EXACT’s protocols and associa