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                                                                  Exhibit 10.33



                              SUBLICENSE AGREEMENT

         This Sublicense Agreement (the "Agreement") is entered into as of July
28th, 2003 (the "Effective Date") by and between Beckman Coulter, a Delaware
corporation, having a principal place of business at 4300 North Harbor
Boulevard, Fullerton, California 92835 ("BECKMAN"), and EXACT Sciences
Corporation, a Delaware corporation having a principal place of business at 100
Campus Drive, Marlborough, Massachusetts 01754 ("EXACT").

         In consideration of the mutual promises and conditions contained in
this Agreement, BECKMAN 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      "EXACT Net Revenues" shall mean:

         (i)      gross royalties received by EXACT from its Sublicensee
                  relating to the Third Party's sale or provision of Licensed
                  Services, and

         (ii)     gross revenues received by EXACT relating to EXACT's direct
                  provision of Licensed Services, less the following deductions:

                  (a)      Trade, quantity, cash or other discounts, if any,
                           actually allowed and taken;

                  (b)      Credits or allowances, not to exceed two percent of
                           EXACT Net Revenues, made or given on account of
                           defective services or


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                           disputed services that are specifically identifiable
                           to Licensed Services sold to a Third Party; and

                  (c)      Any tax or governmental charge received by EXACT from
                           its customer with respect to the sale, use or
                           delivery of Licensed Services to the customer and
                           paid by EXACT to a governmental entity.

1.3      "Field" shall mean /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ used for
         /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/

         Notwithstanding the foregoing, the "Field" shall not include:

                  the provision of /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ or
                  the /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ for the provision
                  of /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/

                  /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ that consist of
                  /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ for the
                  /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ of samples of
                  /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ to produce
                  /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/

         For the sake of clarity, the parties confirm that the limitation set
         forth in paragraph (b) of this definition in conjunction with the
         definition of Specialty Testing operates within the Field to:

         (i)      INCLUDE within the scope of this license the ability of EXACT
                  and its Sublicensee to provide to /*/[CONFIDENTIAL TREATMENT
                  REQUESTED]/*/ for which the /*/[CONFIDENTIAL TREATMENT
                  REQUESTED]/*/ does not require a /*/[CONFIDENTIAL TREATMENT
                  REQUESTED]/*/ or a /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/
                  (including those laboratory services performed as
                  /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ or that are based on
                  /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/), and


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         (ii)     EXCLUDE from the scope of this license the ability of EXACT
                  and its Sublicensee to sell products or services for which
                  /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ requires a
                  /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/

1.4      "Licensed Patents" shall mean, individually and collectively, (i) the
         U.S. patent(s) identified on Exhibit 1, attached hereto, and any
         reissues, reexaminations, and extensions thereof, and all Canadian
         patents or applications corresponding to any of the foregoing; (ii) the
         U.S. patent applications identified on Exhibit 1, and all Canadian
         patents or applications corresponding thereto; (iii) all
         non-provisional, continuation, continuation-in part, divisional and
         Canadian applications that claim the priority, either directly or
         indirectly, to any Licensed Patents described in subsection (i) or (ii)
         above; and (iv) all United States and Canadian patents issued on the
         Licensed Patents described in subsection (ii) or (iii) above, and all
         reissues, reexaminations and extensions thereof.

1.5      "Licensed Services" shall mean services that but for this Agreement
         would infringe a valid and enforceable claim in the Licensed Patents.

1.6      "Intellectual Property" shall mean rights to patents, copyrights,
         trademarks, trade secrets, proprietary information, know-how and
         technical data (whether or not patentable) and all other intellectual
         property rights, in each case whether registered or unregistered and
         including applications for the grant of any of the foregoing and all
         rights or forms of protection having equivalent or similar effect to
         any of the foregoing which may subsist anywhere in the world.

1.7      "License Term" shall mean the period of time from the Effective Date of
         the Agreement through expiration of the last to expire of the Licensed
         Patents.

1.8      "Party" or "Parties" shall mean BECKMAN and/or EXACT, as the context
         requires.

1.9      "Sublicensee" shall mean any entity to which EXACT has granted a
         sublicense of some or all of the rights conveyed to EXACT under this
         Agreement.


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1.10     "Territory" shall mean the United States and Canada.

1.11     "Test" shall mean a test result per single patient derived from the
         provision of Licensed Services.

1.12     "Third Party" means any person or entity other than EXACT or BECKMAN.

1.13     /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ means that patent license
         agreement signed by BECKMAN and /*/[CONFIDENTIAL TREATMENT
         REQUESTED]/*/ on /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/

1.14     "Fluorescence Polarization" means the process by which a fluorescent
         sample is irradiated with plane-polarized excitation radiation and
         components of a resultant fluorescent signal are separately detected
         from the sample which are polarized respectively parallel to and
         perpendicular to the plane of polarization of the excitation radiation,
         either on a steady state or time resolved basis relative to the
         excitation radiation, as and to the extent claimed in any valid,
         maintained and enforceable U.S. or foreign patent issuing from or
         claiming priority from U.S. Patent Application Serial No. 09/137,826
         entitled Fluorescence Polarization in Nucleic Acid Analysis, filed
         August 20, 1998, owned or licensed by NEN Life Science Products, Inc.

1.15     "Fluorescence Resonance Energy Transfer" means the process by which a
         fluorescent sample containing two distinct dyes wherein the sample is
         irradiated with light energy optimal to excite the first of the two
         dyes and wherein that first dye upon excitation transfers the energy to
         the second dye specifically when both dyes are attached to the same
         primer through a process whereby a nucleic acid template-dependent
         primer extension reaction determines the identity of a single
         nucleotide base at a specific position in a nucleic acid of interest,
         which process is covered by U.S. Patent No. 5,888,819 and 6,004,744 and
         any divisionals, continuation, reissues and foreign counterparts
         thereof, and the fluorescence emission of the second dye is detected at
         second wavelength, as and to the extent claimed in U.S. Patent No.
         5,945,283 entitled Methods and Kits for Nucleic Acid Analysis Using
         Fluorescence Resonance Energy Transfer, issued on December


                                     PAGE 4


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         17, 1996 and owned or licensed by NEN Life Science Products, Inc., and
         any divisionals, continuations, reissues and foreign counterparts
         thereof and as and to the extent such NEN patents are valid, maintained
         and enforceable.

1.16     "Specialty Testing" means:

         (a)      products and processes for the /*/[CONFIDENTIAL TREATMENT
                  REQUESTED]/*/ of samples of human, animal or vegetable origin,
                  and

         (b)      /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ specific receptor
                  proteins, ligands, nucleic acid sequences, and similar
                  reagents which /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ are
                  intended for use in a diagnostic application for
                  /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/


1.17     /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ means:

         (a)      in the case of the /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/
                  and

         (b)      in the case of countries outside of the United States,
                  /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ with similar
                  responsibilities.


1.18     "Colorectal Cancer Assay" means any /*/[CONFIDENTIAL TREATMENT
         REQUESTED]/*/ (including but not limited to /*/[CONFIDENTIAL TREATMENT
         REQUESTED]/*/ testing).


                    ARTICLE 2 - GRANT OF LICENSES; OWNERSHIP

2.1      LICENSE GRANT. Subject to the terms and conditions of this Agreement,
         BECKMAN grants to EXACT a non-exclusive, royalty-bearing license under
         the Licensed Patents in the Field in the Territory during the License
         Term, to make, have made, use, offer to sell, sell and import Licensed
         Services. This license


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         granted hereunder shall include a limited right to sublicense as herein
         provided. Nothing in this Agreement will be construed to grant to EXACT
         any license or rights except under the Licensed Patents and within the
         Field.

2.2      SUBORDINATION TO /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/. This
         Agreement will not be construed to grant EXACT (i) any rights that are
         broader then the rights granted to BECKMAN under the /*/[CONFIDENTIAL
         TREATMENT REQUESTED]/*/ with regard to /*/[CONFIDENTIAL TREATMENT
         REQUESTED]/*/ (as that term is defined in the /*/[CONFIDENTIAL
         TREATMENT REQUESTED]/*/; or (ii) a term of license that is longer than
         the term of the /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/

2.3      SUBLICENSING. EXACT shall have the right to sublicense the rights
         granted in Paragraph 2.1 above only to Laboratory Corporation of
         America Holdings ("LabCorp"), provided however, that no such sublicense
         shall be effective until LabCorp executes a written sublicense
         agreement (the "Sublicense Agreement") with EXACT with respect to the
         Licensed Services and provided that the terms of the Sublicense
         Agreement are not inconsistent with and are subordinate to the rights
         afforded EXACT hereunder. The Sublicense Agreement will include the
         following provisions of this Agreement: Article 4 - Royalty Reports;
         Records; Article 7 - Indemnification and Insurance; and, Article 8 -
         Disclaimer of Warranties; and, Section 10.12 - References to BECKMAN;
         and further will provide that those provisions are for the benefit of
         and may be enforced by BECKMAN. EXACT will provide BECKMAN with a copy
         of the Sublicense Agreement within sixty (60) days after it is
         executed.

2.4      NO IMPLIED LICENSES. Nothing in this Agreement shall be construed as
         granting any Party any right or license under any Intellectual Property
         of the other Party by implication, estoppel or otherwise, except as
         expressly provided otherwise in this Agreement.

2.5      EXCLUDED FIELD. Notwithstanding anything to the contrary in this
         Agreement, the licenses granted therein shall not extend to
         /*/[CONFIDENTIAL TREATMENT


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         REQUESTED]/*/ or to /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ provided
         that the foregoing limitation shall (i) only be in force during the
         shorter of the term of the /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/
         specified in the definitions thereof, or during such time as such
         /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ are valid, enforceable and
         maintained and (ii) not limit or restrict EXACT's right to use the
         Licensed Patents in connection with /*/[CONFIDENTIAL TREATMENT
         REQUESTED]/*/ and /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ to the
         extent EXACT has obtained license rights to /*/[CONFIDENTIAL TREATMENT
         REQUESTED]/*/ and /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ from an
         appropriate Third Party.


                              ARTICLE 3 - ROYALTIES

3.1      ROYALTIES. During the License Term, EXACT shall pay BECKMAN a
         /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ percent /*/[CONFIDENTIAL
         TREATMENT REQUESTED]/*/ royalty on EXACT Net Revenues. EXACT shall pay
         royalties due with respect to each calendar quarter hereunder within
         forty-five (45) days after the last day of such calendar quarter.


                      ARTICLE 4 - ROYALTY REPORTS; RECORDS

4.1      ROYALTY REPORTS. Within forty-five (45) days after March 31, June 30,
         September 30 and December 31 of each year during the Term, EXACT shall
         deliver to BECKMAN the royalty payment due pursuant to Section 3.1
         hereof and a corresponding royalty report relating to the calendar
         quarter to which the royalty paid relates. If EXACT Net Revenue
         includes revenue denominated in a currency other than the currency of
         the United States of America, those foreign currency sales for each
         calendar quarter will be converted to the currency of the United States
         of America at the prevailing rate for the last business day of the
         quarter as quoted by THE WALL STREET JOURNAL (or if THE WALL STREET
         JOURNAL is not available


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         then a comparable publication) or such conversion shall be accomplished
         by a procedure mutually agreed upon by EXACT and BECKMAN.


4.2      REPORTS. Each royalty report shall include the following:

         (a)      Identification of the Licensed Services performed by EXACT
                  during the relevant calendar quarter;

         (b)      The quantity of each Licensed Services performed by EXACT
                  during the relevant calendar quarter;

         (c)      The Exact Net Revenues for each of the Licensed Services
                  performed by EXACT during the relevant calendar quarter;

         (d)      Deductions applicable to determining EXACT Net Revenues during
                  the relevant calendar quarter;

         (e)      Identification of the Licensed Services performed by
                  Sublicensee during the relevant calendar quarter;

         (f)      The quantity of each Licensed Services performed by
                  Sublicensee during the relevant calendar quarter;

         (g)      The Exact Net Revenues for each of the Licensed Services
                  performed by Sublicensee during the relevant calendar quarter;

         (h)      Total royalties due to EXACT from Sublicensee under the
                  sublicense granted under this Agreement during the relevant
                  calendar quarter; and

         (i)      Total royalties due to BECKMAN for the calendar quarter.

         With each report, EXACT shall pay to BECKMAN the royalties due and
         payable for such calendar quarter in accordance with paragraph 3.1.


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4.3      RECORD KEEPING.

         4.3.1    BOOKS AND RECORDS. EXACT shall keep complete and accurate
                  records for the latest five (5) years as necessary to
                  establish from source documents and data the EXACT Net
                  Revenues for each Licensed Service. EXACT will maintain such
                  records in sufficient detail and in a manner and context to
                  enable the determination of the amount of royalties due
                  hereunder to BECKMAN.

         4.3.2    INSPECTIONS. Upon thirty (30) days' written notice, EXACT
                  agrees to permit one or more auditors appointed by BECKMAN
                  (except any to whom EXACT has a reasonable objection) to enter
                  upon the premises of EXACT during usual business hours of
                  EXACT in order to examine records pertaining to this Agreement
                  for previous quarter(s) and to make on EXACT's premises and
                  retain copies of any and all parts of the records and accounts
                  kept by EXACT pursuant to this Article 4, including invoices
                  and Sublicense payment records and reports which are relevant
                  to any report required to be rendered by EXACT. Said copies
                  shall be provided to the auditor(s) at no expense to the
                  auditor(s) or to BECKMAN. Said auditor(s) shall provide
                  BECKMAN with the amount of the EXACT Net Revenue and the
                  application of the appropriate royalty rate so that royalties
                  due BECKMAN may be calculated for each Licensed Service. In
                  the event such audit establishes that EXACT has underpaid its
                  royalty obligations by /*/[CONFIDENTIAL TREATMENT
                  REQUESTED]/*/ or more during any calendar quarter, any amounts
                  found to have been owed but not paid shall be paid to BECKMAN
                  promptly with nine percent (9%) interest per annum. In the
                  event such audit establishes that EXACT has underpaid its
                  royalty obligations by /*/[CONFIDENTIAL TREATMENT
                  REQUESTED]/*/ or more during any calendar quarter, EXACT shall
                  reimburse BECKMAN for the out-of-pocket expense of such audit.
                  BECKMAN shall not make more than one audit request annually.


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4.4      FORM OF PAYMENTS. EXACT shall make all payments due under this
         Agreement by check or wire transfer in United States funds.

4.5      LATE PAYMENT. If EXACT does not make any payment under this Agreement
         when due, the payment will accrue interest from the date due at the
         rate of one percent 0.75% per month; PROVIDED, HOWEVER, that in no
         event shall such rate exceed the maximum legal annual interest rate.
         The payment of such interest shall not limit BECKMAN from exercising
         any other rights it may have as a consequence of the lateness of such
         payment.


                           ARTICLE 5 - CONFIDENTIALITY

5.1      CONFIDENTIAL INFORMATION. During the Term, the Parties may exchange
         information from time to time that they consider to be confidential.
         "Confidential Information" hereunder shall, subject to Article 5.3,
         mean the substance of this Agreement, the Sublicense Agreement and any
         information or materials that are disclosed by EXACT to BECKMAN or
         auditors for BECKMAN under Article 4, Royalty Reports; Records, whether
         orally, visually, or in tangible form, and all copies thereof. Tangible
         materials that disclose or embody Confidential Information shall be
         marked by the disclosing party as "Confidential," "Proprietary" or the
         substantial equivalent thereof. Confidential Information that is
         disclosed orally or visually shall be identified by the disclosing
         Party as confidential at the time of disclosure and reduced to a
         written summary by the disclosing Party, which shall mark such summary
         as "Confidential," "Proprietary" or the substantial equivalent thereof,
         and deliver it to the receiving Party by the end of the month following
         the month in which disclosure occurs. Such information shall be treated
         as Confidential Information pending receipt of such summary.

5.2      TREATMENT OF CONFIDENTIAL INFORMATION. The Party receiving Confidential
         Information shall employ all reasonable efforts to maintain the secrecy
         and confidentiality of such Confidential Information, such efforts to
         be no less than the degree of care employed by the receiving Party to
         preserve and safeguard its


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         own Confidential Information. The information shall not be disclosed or
         revealed to anyone except employees of the recipient who have a need to
         know the information and who are required to maintain confidential the
         proprietary information of the receiving Party and such employees shall
         be advised by the receiving Party of the confidential nature of the
         Confidential Information and that the Confidential Information shall be
         treated accordingly. Each Sublicensee shall be bound, as a receiving
         Party, not to disclose the Confidential Information of BECKMAN, whether
         such Confidential Information is provided by BECKMAN or by EXACT; and
         both the Sublicensee and EXACT shall be jointly and severally liable
         for any breach of such obligation by the Sublicensee.

5.3      EXCEPTIONS. The receiving party's obligations under this Article 5
         shall not extend to any part of the information that:

                  (i)      can be demonstrated to have been in the public domain
                           or publicly known prior to the date of the
                           disclosure; or

                  (ii)     can be demonstrated from written records to have been
                           in the possession of the receiving Party or readily
                           available to the receiving Party from another source
                           not under obligation of secrecy to the disclosing
                           Party prior to the disclosure; or

                  (iii)    becomes part of the public domain or publicly known
                           other than as a result of any unauthorized act by the
                           receiving Party; or

                  (iv)     is demonstrated from contemporaneous written records
                           to have been developed by or for the receiving Party
                           without reference to confidential information
                           disclosed by the disclosing Party; or

                  (v)      is required to be disclosed by law, government
                           regulation or court order.

         However, the exception set forth in Section 5.3(v) shall only apply if,
         prior to making any legally required disclosure of the disclosing
         Party's Confidential Information, the receiving Party notifies the
         disclosing Party and affords the


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         disclosing Party a reasonable opportunity to defend against or limit
         such required disclosure.

5.4      INJUNCTION. In view of the difficulties of placing a monetary value on
         the Confidential Information, the disclosing Party shall be entitled to
         a preliminary and final injunction without the necessity of posting any
         bond or undertaking in connection therewith to prevent further breach
         of this Article 5 or further unauthorized use of its Confidential
         Information. This remedy is separate from any other remedy the
         disclosing Party may have.

5.5      TREATMENT UPON TERMINATION OF THE AGREEMENT. Upon the expiration or
         termination, for any reason, of this Agreement, or upon the demand of
         the disclosing Party at any time, the receiving Party shall return
         promptly to the disclosing Party or destroy, at option of the
         disclosing Party, all tangible materials that disclose or embody
         Confidential Information of the disclosing Party, unless otherwise
         prohibited by law. Notwithstanding the foregoing, BECKMAN may retain
         all EXACT royalty reports, royalty payment records and communications
         concerning royalties paid or payable by EXACT or Sublicensee.


                   ARTICLE 6 - REPRESENTATIONS AND WARRANTIES

6.1      BECKMAN REPRESENTATIONS AND WARRANTIES. BECKMAN hereby represents and
         warrants to EXACT that:

         6.1.1    BECKMAN is a corporation duly organized and validly existing
                  in the State of Delaware, and has all requisite power and
                  authority to execute, deliver and perform its obligations
                  under this Agreement and to consummate the transactions
                  contemplated hereby;

         6.1.2    This Agreement does not contravene or constitute a default
                  under or violation of any provision of applicable law binding
                  upon BECKMAN or any agreement, commitment, instrument or other
                  arrangement to which BECKMAN is a party;


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         6.1.3    To the knowledge of BECKMAN, all necessary consents, approvals
                  and authorizations of all governmental authorities and other
                  persons required to be obtained in connection with entry into
                  this Agreement have been obtained;

         6.1.4    The /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ has been fully
                  executed, is in effect as of the date that BECKMAN signs this
                  Agreement and includes the right for BECKMAN to convey the
                  rights provided in this Agreement herein, and;

         6.1.5    BECKMAN has no actual knowledge of any claim brought by a
                  Third Party in a federal court or before the U.S. Patent
                  Office that asserts that the Licensed Patents are invalid.


6.2      EXACT REPRESENTATIONS AND WARRANTIES. EXACT hereby represents and
         warrants to BECKMAN that:

         6.2.1    EXACT is a corporation duly organized and validly existing
                  under the laws of the State of Delaware and has all requisite
                  corporate power and authority to execute, deliver and perform
                  its obligations under this Agreement and to consummate the
                  transactions contemplated hereby;

         6.2.2    This Agreement does not contravene or constitute a default or
                  violation of any provision of applicable law binding upon
                  EXACT or any agreement, commitment or instrument to which
                  EXACT is a party; and,

         6.2.3    EXACT has conducted its own analysis of the Licensed Patents
                  and the Licensed Services in assessing whether any product or
                  process made, used, sold or imported under any Licensed
                  Patents will be free from infringement of patents, copyrights
                  or other rights not licensed hereunder or patents, copyrights
                  or other rights of any Third Party and has obtained such legal
                  opinions as necessary or appropriate.


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                     ARTICLE 7 - INDEMNIFICATION & INSURANCE

7.1      INDEMNIFICATION OF BECKMAN. EXACT will save, defend, indemnify and hold
         harmless BECKMAN and its Affiliates, and the officers, directors and
         employees of any of them ("BECKMAN INDEMNITEES") from and against any
         and all losses, damages, liabilities, expenses and costs, including
         reasonable legal expense and attorneys' fees, ("LOSSES") to which any
         of them may become subject as a result of any claim, demand, action or
         proceeding by any Third Party to the extent such Losses arise out of
         (i) the research, development, manufacture, production, supply,
         promotion, import, sale or use by EXACT or its sublicensees,
         contractors or customers of any products or services, (ii) the conduct
         of any research and development by EXACT or its sublicensees,
         including, without limitation, clinical trials, conducted with respect
         to the products, processes or services licensed under this Agreement,
         or (iii) a breach by EXACT of any of its representations and warranties
         contained in this agreement, except to the extent such Losses result
         from the gross negligence or willful misconduct of Beckman Indemnitees
         or the breach of this Agreement by BECKMAN. If BECKMAN seeks
         indemnification hereunder, it will inform EXACT of the claim as soon as
         reasonably practicable after it receives notice of the claim, will
         permit EXACT to assume direction and control of the defense of the
         claim (including the right to settle the claim solely for monetary
         consideration), and will cooperate as requested (at the expense of
         EXACT) in the defense of the claim.

7.2      INSURANCE. During the term of this Agreement, EXACT, at its own
         expense, will maintain commercial general liability insurance,
         including products liability and, if necessary, commercial umbrella
         insurance, related to and covering the development, production, use,
         and sale of the Licensed Services. The limits of insurance maintained
         by EXACT for bodily injury and/or death and property damage for any one
         occurrence shall be at least Four Million U.S. Dollars (U.S.
         $4,000,000), and for the products and completed operations aggregate,
         shall be at least Two Million U.S. Dollars (U.S.$2,000,000). Such
         insurance will be written by companies having an A.M. Best rating of no
         lower than A - "X". BECKMAN


                                     PAGE 14


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         and its Affiliates will be named as additional insureds under such
         insurance policies. Such insurance shall be written to cover claims
         incurred, discovered, manifested, or made during or after the
         expiration of this Agreement. EXACT will provide a certificate of
         insurance evidencing such coverage as primary coverage and requiring
         thirty (30) days prior written notice to BECKMAN of cancellation or
         material change. All such insurance of BECKMAN and its Affiliates shall
         be noncontributory.

7.3      INDEMNIFICATION OF EXACT. BECKMAN will save, defend, indemnify and hold
         harmless EXACT and its officers, directors and employees ("EXACT
         INDEMNITEES") from and against Losses to which any of them may become
         subject as a result of any claim, demand, action or proceeding by any
         Third Party to the extent such Losses arise from the breach by BECKMAN
         of the warranty and representations made by BECKMAN in section 6.1,
         "BECKMAN Warranties and Representations." Without limiting the
         foregoing, BECKMAN will not be obligated under this paragraph to the
         extent such Losses result from the acts or omissions of Exact
         Indemnitees or the breach of this Agreement, including the
         representations and warranties made by EXACT within it, by EXACT.

7.4      INDEMNIFICATION OF EXACT IF /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/
         this Sublicense. BECKMAN will save, defend, indemnify and hold harmless
         Exact Indemnitees from and against Losses to which any of them may
         become subject as a result of a action or proceeding by
         /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/, a corporation organized under
         the laws of the State of Delaware and having a place of business
         located at /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ to the extent
         relating to (i) BECKMAN's rights to grant sublicenses under
         /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ or (ii) the right of BECKMAN
         to enter this Agreement with EXACT, and seeking to invalidate this
         Agreement on that basis, except to the extent such Losses result from
         the acts or omissions of Exact Indemnitees or the breach of this
         Agreement, including the representations and warranties made by EXACT
         within it, by EXACT.


                                     PAGE 15


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7.5      EXACT INDEMNIFICATION PROCESS. If EXACT seeks indemnification under
         paragraph 7.3 or 7.4 above, it will inform BECKMAN of the claim as soon
         as reasonably practicable after it receives notice of the claim, will
         permit BECKMAN to assume direction and control of the defense of the
         claim (including the right to settle the claim solely for monetary
         consideration), and will cooperate as requested (at the expense of
         BECKMAN) in the defense of the claim.


                             ARTICLE 8 - DISCLAIMERS

8.1      DISCLAIMERS. Nothing in this Agreement will be construed as:

         (i)      a warranty or representation by BECKMAN as to the validity or
                  scope of Licensed Patents;

         (ii)     a warranty or representation by BECKMAN that the Licensed
                  Services or any product or process made, used, sold or
                  imported under any Licensed Patents is or will be free from
                  infringement of patents, copyrights or other rights not
                  licensed hereunder or patents, copyrights or other rights of
                  any Third Party;

         (iii)    conferring by implication, estoppel or otherwise any license
                  or rights under any Intellectual Property belonging to BECKMAN
                  other than the Licensed Patents as defined in this Agreement;
                  or

         (iv)     an obligation by BECKMAN to furnish know-how or any other
                  information to EXACT not provided in the Licensed Patents.

8.2      NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY
         MAKES ANY WARRANTIES WITH RESPECT TO THE LICENSED SERVICES AND
         DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
         INCLUDING THOSE OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR
         PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE,
         TO THE EXTENT PERMITTED BY APPLICABLE LAW.


                                     PAGE 16


<PAGE>


8.3      THIRD PARTY INFRINGEMENTS. Neither Party shall have any obligation with
         respect to the abatement of infringement of the Licensed Patents by
         third parties. However, if at any time a Third Party shall infringe any
         unexpired Licensed Patents and if such infringement shall come to the
         attention of a Party, that Party will give notice in writing to the
         other Party of the existence of such infringement. BECKMAN will decide
         on an appropriate course of action to take with respect to the
         infringement in view of all of the circumstances then existing.


                        ARTICLE 9 - TERM AND TERMINATION

9.1      TERM. This Agreement shall commence on the Effective Date and shall
         remain effective for the period of the License Term, unless earlier
         terminated as provided by this Agreement.

9.2      TERMINATION FOR BREACH. Either Party may terminate this Agreement if
         the other Party materially breaches its obligations hereunder, and such
         breach is not cured within sixty (60) days after written noticed
         thereof to such other Party.

9.3      EFFECT OF TERMINATION ON SUBLICENSE. Upon early termination of this
         Agreement for any reason, all sublicenses granted under it shall
         terminate. EXACT shall notify each Sublicensee of the termination and
         each Sublicensee shall have the rights to request BECKMAN to continue
         the sublicense. The request by the Sublicensee must be received by
         BECKMAN no later than thirty days after the termination date of this
         Agreement. Upon receipt of such request and receipt of proof from the
         Sublicensee, if reasonably requested by BECKMAN, of the Sublicensee's
         ability to pay BECKMAN royalties when due, BECKMAN will continue the
         Sublicensee's sublicense for the period equal to the shorter of the
         /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ of this Agreement or the
         unexpired term of /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ on condition
         that /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ remains in
         /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ and continues its
         /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ In the event of continuation
         of the sublicense, Sublicensee shall pay BECKMAN


                                     PAGE 17


<PAGE>


         /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ received by Sublicensee (less
         the deductions described in 1.2(ii) above) relating to Sublicensee's
         direct provision of Licensed Services. For the avoidance of confusion,
         Sublicensee's Licensed Services under such circumstances shall mean the
         /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ received by Sublicensee for
         the particular test being provided (of which the Licensed Service is
         comprised). Unless BECKMAN expressly elects to assume obligations of
         EXACT to Sublicense arising under the sublicense agreement, those
         obligations will remain the responsibility of EXACT to satisfy and
         EXACT will defend, indemnify and hold BECKMAN harmless from any claim
         arising with regard to those obligations.

9.4      SUBLICENSEE DUTIES AT TERMINATION. Except if termination resulted from
         expiration of the License Term, upon termination of this Agreement:

         9.4.1    EXACT immediately will cease and then shall not engage in any
                  activity that would infringe the Licensed Patents;

         9.4.2    Subject to Section 9.3, Effect of Termination on Sublicense,
                  Sublicensee immediately will cease and then shall not engage
                  in any activity that would infringe the Licensed Patents.

9.5      OUTSTANDING PAYMENTS AND REPORTS AT TERMINATION. Termination of this
         Agreement for any reason shall be without prejudice to BCI's right to
         receive all payments and reports that may be or become due under
         Article 3 - Royalties, and Article 4 - Royalty Reports; Records.

9.6      SURVIVAL. The following Articles shall survive the termination of this
         Agreement for any reason: Article 1 - Definitions; Article 4 - Royalty
         Reports; Records; Article 5 - Confidentiality; Article 7 -
         Indemnification; and, Article 10 - Miscellaneous.


                                     PAGE 18


<PAGE>


                           ARTICLE 10 - MISCELLANEOUS

10.1     NOTICES TO BECKMAN. Unless otherwise specified in this Agreement,
         reports, notices and other communications from EXACT to BECKMAN as
         provided hereunder must be sent to:

                           Beckman Coulter, Inc.
                           President, Biomedical Research Division
                           4300 N. Harbor Boulevard,
                           Fullerton, California  92835

                           Telephone:  (714) 871-4848
                           Facsimile:  (714) 773-8543

                WITH A COPY TO:

                           Beckman Coulter, Inc.
                           General Counsel
                           4300 N. Harbor Boulevard,
                           Fullerton, California  92835

                           Telephone:  (714) 773-6973
                           Facsimile:  (714) 773-7936

         or other individuals or addresses as BECKMAN subsequently furnish by
         written notice to EXACT.

10.2     NOTICES TO EXACT. Unless otherwise specified in this Agreement,
         reports, notices and other communications from BECKMAN to EXACT as
         provided hereunder must be sent to:

                           EXACT Sciences Corporation
                           100 Campus Drive
                           Marlborough, MA 01752

                           Attention:  President


                                     PAGE 19


<PAGE>


                WITH A COPY TO:

                           EXACT Sciences Corporation
                           100 Campus Drive
                           Marlborough, MA 01752

                           Attention:  General Counsel


         or other individuals or addresses as EXACT subsequently furnish by
         written notice to BECKMAN.

10.3     INDEPENDENT CONTRACTORS. The Parties agree that, in the performance of
         this Agreement, they are and shall be independent contractors. Nothing
         herein shall be construed to constitute a partnership or joint venture
         between the Parties nor shall any Party be construed as the agent of
         any other Party for any purpose whatsoever, and no Party shall bind or
         attempt to bind any other Party to any contract or the performance of
         any obligation, or represent to any third party that it has any right
         to enter into any binding obligation on the other Party's behalf.

10.4     SEVERABILITY. If any one or more of the provisions of this Agreement is
         held to be invalid, illegal or unenforceable, the validity, legality or
         enforceability of the remaining provisions of this Agreement will not
         in any way be affected or impaired thereby.

10.5     NON-ASSIGNABILITY.

         10.5.1   PERMITTED ASSIGNMENTS. Either Party may assign this Agreement
                  and its rights and obligations hereunder to an acquirer of all
                  or substantially all of such Party's business or assets,
                  whether by merger, sale, acquisition or other change of
                  control transaction, but only if it has notified the other
                  party of the proposed permitted assignment not less than
                  thirty (30) days prior to the effective date of the
                  assignment. In the case of a permitted assignment by EXACT,
                  BECKMAN may require EXACT to provide


                                     PAGE 20


<PAGE>


                  BECKMAN with a written agreement that the assignee accepts and
                  will comply with all terms and conditions of this Agreement
                  and with reasonable evidence of the capability of the assignee
                  to satisfy the obligations of EXACT under this Agreement. In
                  addition, BECKMAN may require that any breach by EXACT be
                  cured prior to the assignment. For the avoidance of confusion
                  and for the purposes of calculating EXACT Net Revenues
                  following an assignment, Licensed Services shall mean the
                  /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ received by a Third
                  Party assignee (under section 1.2(i) above) or received by the
                  assignee (under section 1.2(ii) above) for the particular test
                  being provided (of which the Licensed Service is comprised).

         10.5.2   RESTRICTED ASSIGNMENTS. Except as allowed in the paragraph
                  10.5.1, "Permitted Assignments," neither this Agreement nor
                  any part of the Agreement is assignable or in any way
                  transferable by either Party without the express written
                  consent of the other Party, which shall not be unreasonably
                  withheld, delayed or conditioned, and any attempted or
                  purported assignment or other transfer made without consent
                  will be void and without effect.

         10.5.3   BINDING EFFECT. This Agreement shall be binding upon and inure
                  to the benefit of the Parties hereto and their respective
                  successors and assigns.

10.6     ENTIRE AGREEMENT. This instrument contains the entire Agreement between
         the Parties. No verbal agreement, conversation or representation
         between any officers, agents, or employees of the Parties either before
         or after the execution of this Agreement may affect or modify any of
         the terms or obligations herein contained.


                                     PAGE 21


<PAGE>


10.7     MODIFICATIONS IN WRITING. No change, modification, extension, or waiver
         of this Agreement, or any of the provisions herein contained is valid
         unless made in writing and signed by a duly authorized representative
         of each Party.

10.8     GOVERNING LAW. The validity and interpretation of this Agreement and
         the legal relations of the Parties to it are governed by the laws of
         the State of Delaware without regard to any choice of law principal
         that would dictate the application of the law of another jurisdiction.
         The Parties agree that any legal action arising out of or in connection
         with this Agreement shall be brought in the federal or state courts for
         the Orange County, California, and the Parties irrevocably submit for
         all purposes to the jurisdiction of each such court.

10.9     CAPTIONS. The captions are provided for convenience and are not to be
         used in construing this Agreement.

10.10    COUNTERPARTS. This Agreement may be executed in counterparts, each of
         which shall be deemed an original and all of which when taken together
         shall be deemed but one instrument.

10.11    FORCE MAJEURE. If either Party fails to fulfill its obligations
         hereunder (other than an obligation for the payment of money), when
         such failure is due to an act of God, or other circumstances beyond its
         reasonable control, including but not limited to fire, flood, civil
         commotion, riot, war (declared and undeclared), acts of terrorism,
         revolution, or embargoes, then said failure shall be excused for the
         duration of such event and for such a time thereafter as is reasonable
         to enable the Parties to resume performance under this Agreement.


                                     PAGE 22


<PAGE>


10.12    REFERENCES TO BECKMAN. EXACT agrees not to identify BECKMAN or its
         Affiliates in any promotional advertising or other promotional
         materials to be disseminated to the public or any portion thereof or to
         use the name of BECKMAN or any of its Affiliates, or any trademark,
         service mark, trade name or symbol of BECKMAN or its Affiliates,
         without BECKMAN's prior written consent, unless otherwise required by
         law.

10.13    NONDISCLOSURE OF AGREEMENT & PRESS RELEASES. EXACT may disclose this
         Agreement to its Sublicensee under a requirement to maintain it in
         confidence. Except as required by law, neither Party otherwise shall
         disclose the terms of this Agreement to any Third Party without the
         written consent of the other Party. Neither Party shall issue any press
         release or other statement to the media concerning the existence of
         this Agreement.


IN WITNESS WHEREOF, the Parties hereto have caused this agreement to be executed
in quadruplicate by their duly authorized representatives as of the date first
above written.

BECKMAN COULTER, INC.                   EXACT SCIENCES CORPORATION


By: /s/ Elias Caro                      By: /s/ Don Hardison
   ----------------------------            --------------------------------

Name: Elias Caro                        Name: Don Hardison

Title: President, BMR Division          Title: President, CEO

Date: July 31, 2003                     Date: July 28, 2003


                                     PAGE 23


<PAGE>


                                    EXHIBIT 1

                                LICENSED PATENTS

/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/



                                     PAGE 24