CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
FOR SUCH PORTIONS. ASTERISKS DENOTE OMISSIONS.
MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH
This patent license agreement (“Agreement”) is by and between MAYO Foundation for Medical
Education and Research, a Minnesota charitable corporation, located at 200 First Street SW, Rochester,
Minnesota 55905-0001 (“MAYO”), and Exact Sciences, Inc., a for-profit company located at 100 Campus
Drive, Marlborough, MA 01752 (“EXACT”).
WHEREAS, MAYO desires to make its intellectual property rights available for the development and
commercialization of products, methods and processes for public use and benefit;
WHEREAS, EXACT represents itself as being knowledgeable in developing and commercializing stool
based tests for the detection of colorectal cancer; and
WHEREAS, MAYO is willing to grant and EXACT is willing to accept an exclusive license under such
rights for the purpose of developing such diagnostic tests.
NOW THEREFORE, in consideration of the foregoing and the terms and conditions set forth below, the
parties hereby agree as follows:
Article 1.00 — Definitions
For purposes of this Agreement, the terms defined in this Article will have the meaning specified and will be
applicable both to the singular and plural forms:
1.01 For MAYO, “Affiliate” : any corporation or other entity within the same “controlled group of
corporations” as MAYO or its parent Mayo Clinic. For purposes of this definition, the term “controlled group of
corporations” will have the same definition as Section 1563 of the Internal Revenue Code as of November 10,
1998, but will include corporations or other entities which, if not a stock corporation, more than 50% of the
board of directors or other governing body of such corporation or other entity is controlled by a corporat