Exhibit 10.33


 


SEVENTH AMENDMENT TO LICENSE AGREEMENT BETWEEN

EXACT SCIENCES CORPORATION

AND

THE JOHNS HOPKINS UNIVERSITY


 


This Seventh Amendment (this “Amendment”) is
made effective as of December 15, 2008 by and between The Johns Hopkins
University (“JHU”) and EXACT Sciences Corporation (“EXACT”).


 


WHEREAS,
JHU and EXACT entered into an amended and restated license agreement (the “Agreement”)
having a final signature date of March 25, 2003 (the “EFFECTIVE DATE”);
and


 


WHEREAS,
JHU and EXACT amended the Agreement on November 9, 2004, May 11,
2006, March 19, 2007, October 17, 2008, and October 30, 2008;
and


 


WHEREAS,
the parties desire to amend certain provisions of the Agreement.


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein, the parties agree to the
following amendments to the Agreement, to be  effective as of
the date of execution of this Amendment:


 


1.                                       Sections
1.12.1(a) and 1.12.2(a) of the Agreement are hereby replaced in their
entirety with the following:


 


[********]


 


The parties hereby agree that all references, express or implied, to
the [********] minimum license fee set forth in the Agreement shall, instead,
be amended to reference [********] and any calculations set forth in the
Agreement, for purposes of example, shall be deemed illustrative only to the
extent appropriate based on the change in minimum annual  fee from [********] to
[********] as set forth above. The minimum annual fee shall be reduced to
[********]. Thereafter, the minimum annual fee shall be [********] ([********]
if the BEAMING OPTION has been exercised).


 


2.                                       The
definition of SECOND BEAMING EXCLUSIVE FIELD as set forth in the Fifth
Amendment, dated as of October 17, 2008, to the Agreement (the “Fifth
Amendment”) is hereby replaced in its entirety with the following:


 


“SECOND BEAMING EXCLUSIVE FIELD, for purposes
of the BEAMING PATENT RIGHTS only, shall mean a test on plasma, serum or a
blood sample for the purpose of detecting fetal trisomy 21, fetal trisomy 18,
and fetal trisomy 13.”


 


Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under Rule 24b-2 of the
Exchange Act; [*] denotes omissions.


 

















 


3.                                       The
expiration date of the BEAMING OPTION, as set forth in the Fifth Amendment,
shall be extended to the date which is [********] from the date of this
Amendment.


 


4.                                       Section 9.5
of the Agreement (which was added pursuant to the Third Amendment, dated May 11,
2006, to the Agreement and amended and restated pursuant to the Fifth
Amendment) is hereby replaced in its entirety with the following:


 


9.5 Termination of License to BEAMING PATENT
RIGHTS Only. EXACT may, at its discretion, terminate
its license with respect to the BEAMING PATENT RIGHTS only, upon thirty (30)
days written notice to JHU. Under such circumstances, EXACT shall no longer be
responsible for patent prosecution and maintenance costs related to the BEAMING
PATENT RIGHTS and the Annual License Fee due from EXACT to JHU shall be reduced
by [********] ([********] if the SECOND BEAMING EXCLUSIVE FIELD is included in
the license) as of the immediately upcoming annual payment date. EXACT shall
not be entitled to a refund of any amounts previously owed to JHU, regardless
of when EXACT exercises its rights under this provision.


 


5.                                       Except as
expressly modified herein, the Agreement and all of its terms and conditions
shall continue in full force and effect.


 


IN WITNESS
WHEREOF, the duly authorized representatives of the parties have executed this
Amendment as of the date first above written.


 


 


	
  EXACT Sciences Corporation

  	
   

  	
  The Johns Hopkins University

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Jeffrey
  R. Luber

  	
   

  	
  By: 

  	
  /s/ Wesley
  D. Blakeslee

  
	
  Printed
  Name: 

  	
  Jeffrey R.
  Luber

  	
   

  	
  Printed
  Name: 

  	
  Wesley D.
  Blakeslee

  
	
  Title: 

  	
  Chief
  Executive Officer

  	
   

  	
  Title: 

  	
  Executive
  Director

  
									



 


Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under Rule 24b-2 of the
Exchange Act; [*] denotes omissions.


 


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