Common use of Letter of Credit Clause in Contracts

Letter of Credit. The Security Deposit may be in the form of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.

Letter of Credit. The Security Deposit may be On any Disclosure Date (as defined in the form of Notes), the Company shall obtain an irrevocable standby letter of credit (the "Letter of Credit"), in the amount of $5,000,000 issued in favor of Landlord as beneficiaryCastlerigg (the "LC Agent") by a bank acceptable to such LC Agent (the "Letter of Credit Bank") and in form and substance acceptable to such LC Agent. Subject to the last three sentences of this Section 4(r), the Letter of Credit shall expire not earlier than 91 days after the Maturity Date of the Notes (the "LC Expiration Date"). Upon Landlord's sole but reasonable determination that the occurrence and during the continuance of an event Event of default has occurred Default under (and as defined in) the Notes, the LC Agent shall be entitled to draw under the LeaseLetter of Credit for the full Letter of Credit Amount (as defined in the Notes) then available thereunder, Landlord, in addition to all other rights it being understood that the LC Agent shall act for the benefit of the Buyers on a pro rata basis based on the principal amount of the Notes held by each of the Buyers and remedies provided hold such amount as collateral security for the obligations under the LeaseNotes for the benefit of the Buyers. The Company shall obtain such renewals, extensions or replacements of the Letter of Credit as necessary to ensure that the Letter of Credit shall not expire prior to the LC Expiration Date (unless the Letter of Credit shall have been reduced to zero in accordance with the right terms contained in this Section 4(r) prior to draw from such date). If, at any time, the letter Company cannot obtain a renewal, extension or replacement of credit and apply the proceeds, or any part thereof, to amounts owing under Letter of Credit such that the Lease; but Tenant's liability under the Lease shall thereby be discharged but only Letter of Credit will expire prior to the extent that such draws cover LC Expiration Date (a "Withdrawal Event"), the amount in default Company and Tenant the Letter of Credit Bank shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available each give the LC Agent written notice of the occurrence of a Withdrawal Event at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within least forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not prior to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration date of the then current term Letter of Credit. Following a Withdrawal Event, the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit LC Agent shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is be entitled to draw on down the letter Letter of credit pursuant to subsection Credit Amount in its entirety (vi) below. Funds may whether or not an Event of Default shall have occurred or be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth continuing under any of the statements set forth in Notes) and hold such draw request and regardless of whether amount as collateral security for the Tenant disputes obligations under the content of such statement. (v) Landlord shall have Notes for the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality benefit of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseBuyers.

Letter of Credit. The Security Deposit may be Simultaneously with Tenant’s execution and delivery of this Lease Agreement, Tenant at its sole cost and expense shall deliver to Landlord, from a commercially recognized financial institution (the “Financial Institution”) in the form of Twin Cities metropolitan area approved by Landlord, an irrevocable irrevocable, unconditional standby letter of credit in favor the amount of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, LandlordFifty Thousand and no/100 Dollars ($50,000.00), in addition substantially the form as set forth in Exhibit G attached hereto and incorporated herein by reference, with any revisions thereof to all other rights and remedies provided under the Leasebe approved, shall have the right to draw from the letter of credit and apply the proceedsin advance, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that by Landlord (such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter , together with any other renewal or replacement letters of credit shall not delivered or to be utilized for any purposes herein permitted, then such letter of credit delivered by Tenant hereunder shall be returned by Landlord referred to Tenant within forty-five herein collectively as the “Letter of Credit”). Subject to the provisions hereinafter provided with respect to periodic reductions in the amount of the Letter of Credit under specified terms and conditions, the Letter of Credit shall be maintained until sixty (4560) days after following the expiration of the Term of this LeaseLease Agreement. Landlord shall reimburse Tenant for may periodically renew the annual cost Letter of such letter Credit to assure that it is maintained throughout the entirety of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), said period; provided, howeverany expiring Letter of Credit must be extended, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request renewed and/or replaced with a letter substitute Letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit Credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than least thirty (30) days prior to the stated expiration thereof), irrevocable and automatically renewable as above provided date of such Letter of Credit. Anything herein to the date which is forty-five days after contrary notwithstanding, in the Expiration Date upon event at any time during the same terms as Term of this Lease Agreement the expiring letter issuing Financial Institution for a Letter of credit or upon such other terms as may be acceptable to Landlord. However, if Credit delivered by Tenant under this Article either (i) the letter of credit is not timely renewed, has its rating downgraded by Bankrate’s Safe & Sound Rating System or comparable private rating system for financial institutions or (ii) is liquidated, dissolved or has a receiver appointed for it by the federal or state regulatory authorities, then in such case Landlord may at any time thereafter require that the Tenant replace the Letter of Credit issued by such Financial Institution with a Letter of Credit issued by a replacement Financial Institution approved by Landlord. In the event such a replacement Letter of Credit is not delivered to Landlord within twenty (20) days following Landlord’s written demand, then in such case and notwithstanding anything in Article 17 of this Lease Agreement to the contrary, an incurable default by Tenant shall have occurred under this Lease Agreement not requiring further written notice by Landlord and Landlord may, at its option, draw upon the Letter of Credit for the full amount of the Letter of Credit. Landlord may draw on the Letter of Credit as follows: A. Notwithstanding any provision to the contrary contained within this Lease Agreement, in the event of a default by Tenant beyond the passage of any applicable period of cure, grace or notice, in the payment of rent (whether denominated Base, Additional or otherwise) or any other default by Tenant beyond the passage of any applicable period of cure, grace or notice, under the terms of this Lease Agreement, then in such case Landlord may, at its option, draw upon the Letter of Credit for the amount necessary to cure such default and apply the proceeds to such cure. Tenant shall, within five (5) days following the date of such draw on the Letter of Credit by Landlord, deliver to Landlord a replacement Letter of Credit for the full amount of the Letter of Credit Landlord was holding prior to such draw. If Tenant shall fail to deliver such replacement Letter of Credit to Landlord within said five (5) day period, then in such case and notwithstanding anything in Article 17 of this Lease Agreement to the contrary, an incurable default by Tenant shall have occurred under this Lease Agreement not requiring written notice by Landlord and Landlord may, at its option, draw upon the Letter of Credit for the full remaining amount of the Letter of Credit. B. In the event of the failure by Tenant to extend, renew and/or replace an expiring Letter of Credit with a substitute letter Letter of creditCredit at least thirty (30) days prior to the stated expiration date of such Letter of Credit, complying with all then in such case and notwithstanding anything in Article 17 of this Lease Agreement to the contrary, an incurable default by Tenant shall have occurred under this Lease Agreement not requiring written notice by Landlord and Landlord may, at its option, draw upon the Letter of Credit for the full amount of the terms and conditions Letter of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseCredit.

Letter of Credit. The Security Deposit may be in Contemporaneous with the form execution and delivery of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the this Lease, Tenant shall deliver to Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable maintain in effect at all times during the term hereof, as collateral for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights the full and remedies available at law or equity against faithful performance and observance by Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of Tenant’s covenants and obligations under this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an unconditional irrevocable letter of credit in favor the amount of Landlord through Six Hundred Seventy-Four Thousand, Nine Hundred Seventy- Nine and 25/100 Dollars ($674,979.25) (the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating “Letter of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereonCredit”), shall comply with all substantially in the form annexed hereto as Exhibit F and otherwise reasonably satisfactory to Landlord and issued by a banking institution reasonably satisfactory to Landlord and either having its principal place of business or a duly licensed branch or agency in the terms borough of Manhattan, City and conditions County of this Lease and shall otherwise be in form reasonably acceptable to LandlordNew York. The initial letter Such Letter of credit Credit shall have an expiration date not no earlier than August 15, 2004. (ii) The letter the first anniversary of credit or any replacement letter the date of credit shall be irrevocable for the term issuance thereof and shall be automatically renew on a renewed from year to year basis until a period ending not earlier than forty-five (45) days after unless terminated by the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit issuer thereof by giving written notice to Landlord given not less than sixty (60) 60 days prior to the expiration thereof. Notwithstanding anything to the contrary contained in this Lease, Landlord shall have no obligation to deliver possession of the then current Premises to Tenant prior to the date that Tenant delivers the aforementioned Letter of Credit and any such decision by Landlord to not deliver possession of the Premises shall not affect the Commencement Date. Tenant shall, throughout the term of the letter of credit that it does not intend this Lease, deliver to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall notLandlord, in the event of the termination of any eventsuch Letter of Credit, diminish the obligation of Tenant to maintain such an irrevocable letter replacement letters of credit in favor of Landlord through such date. (iii) Landlord, or lieu thereof no later than 30 days prior to the beneficiary expiration date of the letter preceding Letter of creditCredit. The term of each such Letter of Credit shall be not less than 1 year and shall be automatically renewable from year to year as aforesaid. Notwithstanding the foregoing, if Landlord shall elect, in its sole discretion, to accept a Letter of Credit which is subject to a final expiration date, Tenant shall deliver a replacement of or amendment to such Letter of Credit no later than 30 days prior to such final expiration date, and the final Letter of Credit delivered to Landlord pursuant to this Section 6.01 shall have a final expiration date occurring not earlier than 60 days following the right from time to time to make one or more draws on the letter Termination Date of credit at any time that Landlord has determined that an event of default has occurred under this Lease, . If Tenant shall fail to obtain any replacement of or that Landlord is entitled amendment to draw on the letter a Letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth Credit within any of the statements applicable time limits set forth in such draw request this Section 6.01, Tenant shall be in Default of its obligations under this Article 6 and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right (but not the obligation), at its option, to transfer draw down the letter full amount of credit to the existing Letter of Credit and use, apply and retain the same as security hereunder, and notwithstanding such draw by Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right (but not the obligation), at its option, to transfer the letter give written notice to Tenant stating that such failure by Tenant to deliver such replacement of credit or amendment to the transferee without cost Letter of Credit constitutes a continuing Default by Tenant of its obligations under this Article 6, and in the event that Tenant shall not have delivered such replacement or amendment to Landlord or its transfereewithin 15 Business Days after Tenant’s receipt of such notice, Landlord may give to Tenant a notice of intention to end the term of this Lease at the expiration of 7 days from the date of the service of such notice of intention, and thereupon upon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment expiration of said letter 7 days this Lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate (as set forth in Article 18 hereof) with the same effect as if that day was the day herein definitely fixed for the end and expiration of credit this Lease, but Tenant shall remain liable for damages as provided in Article 19 hereof. Upon delivery to a new landlord. Landlord of any such replacement of or amendment to the Letter of Credit within the 15 Business Day period described in the preceding sentence, such Default shall be deemed cured and Landlord shall return to Tenant the proceeds of the Letter of Credit which had been drawn by Landlord pursuant to the preceding sentence (vi) Without limiting the generality of or any balance thereof to which Tenant is entitled). Notwithstanding the foregoing, if the letter Landlord acknowledges that Silicon Valley Bank is deemed approved for purposes of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter providing such Letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseCredit.

Letter of Credit. The Security Deposit may be in In consideration of and as a further condition to Manufacturer’s entry into this Agreement, on or before the form delivery of an any Products hereunder, Wintec shall deliver to Manufacturer a revolving, irrevocable standby stand-by letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable of [***] (the “Letter of Credit”) as credit enhancement for any amounts that such draws Wintec’s continued performance under this Agreement. The Letter of Credit shall be insufficient in form and substance and issued by a bank that is reasonably satisfactory to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire yearManufacturer. The following terms and conditions shall govern the letter Letter of credit: Credit shall: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto name Manufacturer as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 beneficiary; (ii) below. The allow Manufacturer to make partial and multiple draws thereunder up to the face amount only for the purposes permitted under this Section 26, and (iii) require the issuing bank shall have to pay to Manufacturer the amount of a Standard & Poors rating draw upon receipt by such bank of "A" or better (a sight draft signed by Manufacturer and Tenant shall provide evidence annually presented to the issuing bank, accompanied by Manufacturer’s statement that said draw is being made in accordance with the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements terms of this Section 21.2, and Tenant's failure to do so 26. Manufacturer shall be deemed to be an event of default entitling the beneficiary of the letter of credit entitled to draw thereon), shall comply upon the Letter of Credit in accordance with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlordparagraph, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than within thirty (30) days prior to the expiration thereof)date of the Letter of Credit unless Wintec shall have delivered to Manufacturer a replacement Letter of Credit meeting the requirements of this paragraph and with an expiration date not less than [***] after the date of delivery. The Letter of Credit (or a replacement thereof satisfactory to Manufacturer) shall remain in effect until the expiration or the sooner termination of this Agreement, irrevocable and automatically renewable howsoever arising; provided that such termination or expiration will not be effective so long as above provided Wintec is in default in the performance of its payment obligations under this Agreement, in which case, Manufacturer may draw on this Letter of Credit to satisfy the Wintec’s payment obligations. Manufacturer shall have the right (but shall not be obligated to) draw under the Letter of Credit to remedy any default by Wintec in the performance of its payment obligations under this Agreement. All requests to draw under the Letter of Credit shall be accompanied by a copy of the invoice in default proof of purchase or delivery to the date which is forty-five carrier. Wintec shall, within ten (10) business days after thereafter cause a replacement Letter of Credit to be issued to Manufacturer so that Manufacturer shall at all times have a Letter of Credit in the Expiration Date upon the same terms as the expiring letter amount of credit or upon such other terms as may [***] available to it to support Wintec’s obligations under this Agreement, and Wintec’s failure to do so shall be acceptable to Landlorda material default hereunder. However, if (i) the letter The Letter of credit is not timely renewedCredit, or (ii) a substitute letter so much thereof as has not theretofore been applied by Manufacturer in accordance with this paragraph or reduced pursuant to the following provisions in this paragraph, shall be returned, without payment of creditinterest or other increment for its use, complying with all of to Wintec at the terms and conditions expiration or sooner termination of this Article 21 Agreement. No trust relationship is not timely received, the beneficiary may present such letter of credit created herein between Manufacturer and Wintec with respect to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return Letter of the letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseCredit.

Letter of Credit. Within thirty (30) days of the execution and delivery of this Lease, Tenant has delivered to Landlord as security for the performance of the obligations of Tenant hereunder a cash deposit or a letter of credit in the amount specified in Exhibit A in accordance with this Section (as renewed, replaced, increased and/or reduced pursuant to this Section, the “Letter of Credit”). The Security Deposit may Letter of Credit shall be in the form attached as Exhibit G to this Lease or such other form as Landlord may reasonably approve. If there is more than one Letter of an irrevocable standby letter Credit so delivered by Tenant, such Letters of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws Credit shall be insufficient collectively hereinafter referred to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to as the letter “Letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire yearCredit”. The following terms and conditions shall govern the letter Letter of credit: Credit (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that require only the presentation to the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with of a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary certificate of the letter of credit to draw thereon), shall comply with all holder of the terms and conditions Letter of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. Credit stating either (iia) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on that a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease after the expiration of any applicable notice and cure period (or stating that transmittal of a default notice is barred by applicable bankruptcy or other law if such is the case) or (b) stating that Tenant has not delivered to Landlord a new Letter of Credit having a commencement date immediately following the expiration of the existing Letter of Credit in accordance with the requirements of the Lease, (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank any lender holding a collateral assignment of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___’s interest in the Lease, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord issuer shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than at least thirty (30) days prior to the scheduled expiration thereof)date, irrevocable give Landlord written notice of such nonrenewal, and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may (v) shall otherwise be in form and substance reasonably acceptable to Landlord. HoweverNotwithstanding the foregoing, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all term of the terms and conditions Letter of this Article 21 is not timely received, Credit for the beneficiary may present such letter final period of credit to the issuing bank, and the entire sum so obtained Term shall be paid to for a term ending not earlier then the beneficiarydate sixty (60) days after the last day of the Term. If Tenant shall be in default under the Lease, to be held until Tenant would otherwise after the expiration of any applicable notice or cure period (or if transmittal of a default or other notice is stayed or barred by applicable bankruptcy or other law), Landlord shall be entitled to draw upon the return Letter of Credit to the extent reasonably necessary to cure such default. If, not less than thirty (30) days before the scheduled expiration of the letter Letter of creditCredit, subject Tenant has not delivered to Landlord's Landlord a new Letter of Credit having a commencement date immediately following the expiration of the existing Letter of Credit in accordance with this Section, Landlord shall also have the right to draw upon the full amount of the Letter of Credit without giving any further notice to Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s default under the Lease. Any funds drawn by Landlord on the Letter of Credit and not applied against amounts due hereunder shall be held by Landlord as a cash security deposit, provided that Landlord shall have no fiduciary duty with regard to such sums as permitted under amounts, shall have the right to commingle such amounts with other funds of Landlord, and shall pay no interest on such amounts. After any application of the Letter of Credit by Landlord in accordance with this Leaseparagraph, Tenant shall reinstate the Letter of Credit to the amount then required to be maintained hereunder, within thirty (30) days of demand. Within sixty (60) days after the expiration or earlier termination of the Term the Letter of Credit and any cash security deposit then being held by Landlord, to the extent not applied, shall be returned to the Tenant provided that no Event of Default is then continuing.

Letter of Credit. The Security Deposit may be Upon the execution of this Lease by Landlord and Tenant, Tenant shall deliver to Landlord a Letter of Credit (i) issued by a bank authorized to do business in the State of Hawaii, (ii) for the sum of $63,082.10, and (iii) in such form as shall be reasonably required by Landlord (the "Letter of an irrevocable standby letter Credit"). The Letter of credit Credit shall provide that Landlord may draw upon the Letter of Credit upon the occurrence of any of the events described in favor Section 19 of this Lease, to satisfy any amounts owed by Tenant under the terms of this Lease. The Letter of Credit shall commence on November 1, 1996 and shall expire on November 1, 2001. In the event that the bank issuing the Letter of Credit (the "Bank") notifies Landlord as beneficiarythat the Bank will not renew the --- Letter of Credit on its annual expiration date and thus the Letter of Credit will expire prior to November 1,2001, such occurrence shall be deemed a default under this Lease. Upon Landlord's sole but reasonable determination receipt of such notice, Landlord shall be entitled to pursue any and all remedies provided to Landlord under Section 20 of this Lease. In addition to -------- such remedies, Landlord may draw down the remaining balance of the Letter of Credit as liquidated damages for Tenant's default under this Lease. Landlord and Tenant hereby acknowledge that an event they understand and have agreed that in such event, the injury or damages to Landlord will be difficult and/or expensive to determine in view of: Landlord's financial commitments with respect to the Building, the difficulty in obtaining a new tenant for the Premises and the nature of default has occurred under the Leaserental market for commercial space in Honolulu, LandlordHawaii. AS A REASONABLE ESTIMATE OF LANDLORD'S FAIR COMPENSATION FOR ANY INJURY OR DAMAGES RESULTING FROM SUCH DEFAULT, THE PARTIES AGREE THAT THE SUMS TO BE DRAWN UNDER THE LETTER OF CREDIT SHALL BELONG TO LANDLORD AS LIQUIDATED DAMAGES. Landlord may, in addition to all the aforesaid damages, pursue any other rights and remedies provided under the Leaseremedy, shall have the right to draw from the letter including specific performance, permitted by law or equity. All costs, including reasonable attorneys' fees, incurred by reason of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned borne by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statementor not a lawsuit is filed. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease."

Letter of Credit. The Security Deposit may a. Within ten (10) Business Days after the date of this Lease, Tenant shall deliver to Landlord the Letter of Credit described below as security for Tenant's performance of all of Tenant's covenants and obligations under this Lease; provided, however, that neither the Letter of Credit nor any proceeds therefrom (the "Letter of Credit Proceeds") shall be in the form deemed an advance rent deposit or an advance payment of an irrevocable standby letter any other kind, or a measure or limitation of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event damages or constitute a bar or defense to any of default has occurred the Landlord's other remedies under the Lease, Landlord, this Lease or at law upon Xxxxxx's default. The Letter of Credit shall be maintained in addition to all other rights and remedies provided under the Lease, shall have the right to draw effect from the letter date of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the this Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five through sixty (4560) days after the expiration or earlier termination of the Term Term, and on or prior to the expiration of this Lease. such sixty (60) day period, Landlord shall reimburse return to Tenant the Letter of Credit (unless presented for payment as provided herein) and any Letter of Credit Proceeds then held by Landlord (other than those held for application by Landlord as provided below, including application to cure any failure by Tenant to restore the annual cost of such letter of credit, Premises as required by means of a rent credit, up to, but not to exceed a credit equal to 1% of this Lease upon the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlordsurrender thereof), ; provided, however, that in no event shall any such return be construed as an admission by Landlord that Xxxxxx has performed all of its obligations hereunder. Landlord shall not be required to segregate the final maturity dateLetter of Credit Proceeds from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. Landlord may (but shall not be required to) draw upon the Letter of Credit and use the Letter of Credit Proceeds or any portion thereof to cure any Event of Default by Tenant under this Lease or to compensate Landlord for any damage Landlord incurs as a result of Tenant's failure to perform any of its obligations hereunder where Landlord has not given Tenant the notice required for such failure to constitute an Event of Default solely because there exist circumstances under which Landlord is enjoined or otherwise prevented by operation of law from giving to Tenant such notice, it being understood that any use of the Letter of Credit Proceeds shall not constitute a bar or defense to any of Landlord's other remedies under this Lease. In such event and upon written notice from Landlord to Tenant specifying the amount of the Letter of Credit Proceeds so utilized by Landlord and the particular purpose for which such amount was applied, Tenant shall immediately deliver to Landlord an amendment to the Letter of Credit or a replacement thereof in an amount equal to one hundred percent (100%) of the amount specified below for the applicable period. Tenant's failure to deliver such amendment or replacement to Landlord within five (5) days of Landlord's notice shall constitute an Event of Default hereunder. In the event Landlord shall draw upon the Letter of Credit as provided herein, and shall not fully utilize the Letter of Credit Proceeds as provided above, upon Tenant's cure of the condition giving rise to such permitted draw by Landlord, and Xxxxxxxx's acceptance of such cure, if anyTenant shall deliver the amendment or replacement specified above so that the Letter of Credit amount is equal to one hundred percent (100%) of the amount specified below for the applicable period, set forth in any letter of credit acceptable to Landlord shall notpromptly return to Tenant the balance of the Letter of Credit Proceeds then held by Landlord. No lessor under any ground or underlying lease or holder of or beneficiary under a mortgage or deed of trust, in nor any eventpurchaser at any judicial or private foreclosure sale of the Property or any portion thereof, diminish shall be responsible to Tenant for such Letter of Credit or any Letter of Credit Proceeds unless such lessor, holder or purchaser shall have actually received the obligation same. b. As used herein, Letter of Tenant to maintain such Credit shall mean an unconditional, irrevocable letter of credit (hereinafter referred to as the "Letter of Credit") issued at Tenant's sole expense by the San Francisco office of a major national bank satisfactory to Landlord (the "Bank"), naming Landlord as beneficiary, and in favor form and substance satisfactory to Landlord, in the amount of Landlord Three Million Two Hundred Fifty Thousand Dollars ($3,250,000.00) during the period from the delivery date thereof through the fourth annual anniversary of the first Commencement Date to occur hereunder, and reducing in amount on the fourth annual anniversary of such first Commencement Date and each annual anniversary of such first Commencement Date thereafter by an amount equal to twenty percent (20%) of the original amount of the Letter of Credit; provided, however, that if on the date set forth in subsection 21.2 the Letter of Credit amount would otherwise reduce, an Event of Default, or default that with notice or the passage of time or both could mature into an Event of Default, shall have occurred and be continuing, the Letter of Credit amount shall not reduce on such date and shall not thereafter reduce until such Event of Default or default shall have been cured. The Letter of Credit shall be for a one-year or, at Tenant's election, longer, term and shall provide: (i) that Landlord may make partial and multiple draws thereunder, up to the face amount thereof, (ii) below. The issuing bank shall have a Standard & Poors rating that Landlord may draw upon the Letter of "A" or better (and Tenant shall provide evidence annually that Credit up to the issuer continues to meet this standardfull amount thereof, as determined by Landlord, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice Bank will pay to Landlord not less than sixty (60) days prior the amount of such draw upon receipt by the Bank of a sight draft signed by Landlord and accompanied by a written certification from Landlord to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. Bank stating either: (iiia) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event Event of default Default has occurred and is continuing under this Lease, or (b) that an uncured failure by the Tenant to perform one or more of its obligations has occurred under this Lease and there exist circumstances under which Landlord is enjoined or otherwise prevented by operation of law from giving to Tenant a written notice which would be necessary for such failure of performance to constitute an Event of Default under this Lease, or (c) that Landlord is entitled to draw on has not received notice from the letter Bank that the Letter of credit pursuant to subsection Credit will be renewed by the Bank for at least one (vi1) below. Funds may be drawn down on year beyond the letter then relevant expiration date and Tenant has not furnished Landlord with a replacement Letter of credit upon presentation to Credit as hereinafter provided, or (d) that Bank no longer meets the issuing bank requirements set forth above and Tenant has not furnished Landlord with a replacement Letter of Credit as required hereunder from a Bank meeting such requirements; and (iii) that, in the event of Landlord's (assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord's then managing agent's) certificate stating as follows: ", without charge and without recourse, to the assignee or transferee of such interest and the Bank shall confirm the same to Landlord and such assignee or transferee. The undersigned is entitled to Letter of Credit shall further provide that a draw on this letter of credit thereon pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" clause (ivii)(c) Tenant acknowledges and agrees above may only be made during the thirty (and 30) day period preceding the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth then applicable expiration date of the statements set forth in such draw request and regardless Letter of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgageeCredit. In the event that the Bank shall fail to notify Landlord that the Letter of a transfer of Landlord's interest in Credit will be renewed for at least one (1) year beyond the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transfereethen applicable expiration date, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credithave delivered to Landlord, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than at least thirty (30) days prior to the relevant annual expiration thereof)date, irrevocable a replacement Letter of Credit in the amount required hereunder and automatically renewable otherwise meeting the requirements set forth above, then Landlord shall be entitled to draw on the Letter of Credit as above provided above, and shall hold and apply the proceeds of such draw as Letter of Credit Proceeds pursuant to Paragraph 17.b above. In the event that Tenant shall not deliver the Letter of Credit to Landlord in the form and amount required hereby on or prior to the date which is forty-five days after required hereby, then in lieu thereof Tenant shall deliver to Landlord cash in the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all amount of the terms and conditions so required Letter of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bankCredit, and Xxxxxx's failure to deliver either cash or the entire sum so obtained Letter of Credit shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return deemed an Event of the letter of credit, subject Default hereunder. In addition to Landlord's right other rights and remedies by reason of such Event of Default, each day which passes after the applicable due date for the Letter of Credit until and including the day on which Tenant shall deliver such cash or Letter of Credit to apply such sums Landlord shall be chargeable to Tenant as permitted under a day of Tenant Delay pursuant to Section 2 above of this Lease.

Letter of Credit. The Security Deposit Concurrent with its execution of this Lease, Tenant shall deliver to Landlord as collateral for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may be in the form suffer as a result of any default by Tenant under this Lease, an irrevocable standby and unconditional negotiable letter of credit (the “Letter of Credit”) in favor the amount specified in the Basic Lease Information (the “LC Amount”). Such Letter of Credit shall be in a form acceptable to Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default and otherwise containing the terms required herein, issued by a bank which accepts deposits, maintains accounts, has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the a local office which will negotiate a letter of credit and apply whose deposits are insured by the proceedsFederal Deposit Insurance Corporation (“FDIC”) and approved by Landlord. The Letter of Credit shall be (i) at sight and irrevocable; (ii) subject to the terms of this Paragraph 7, maintained in effect, whether through replacement, renewal or any part thereofextension, to amounts owing under for the Lease; but Tenant's liability under entire period from the date of execution of this Lease shall thereby be discharged but only through that date which is sixty (60) days following the expiration or earlier termination hereof, and to the extent that such draws cover the amount in default and Letter of Credit delivered to Landlord does not extend by its terms until the end of the Term through automatic annual renewals, Tenant shall remain liable for any amounts that such draws shall be insufficient deliver a new Letter of Credit or certificate of renewal or extension to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five least thirty (4530) days after prior to the expiration of the Term Letter of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of creditCredit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that and (iii) fully assignable by Landlord in connection with a transfer of Landlord’s interest in this Lease and permit partial draws. In addition to the issuing bank foregoing, the form and terms of the Letter of Credit shall be acceptable to Landlord, in Landlord’s reasonable discretion, and shall provide, among other things, in effect that: (A) Landlord, or its then managing agent, shall have the right not to renew draw down an amount up to the letter face amount of credit by giving the Letter of Credit upon the presentation to the issuing bank of Landlord’s (or Landlord’s then managing agent’s) written notice statement that such amount is due to Landlord not less than sixty under the terms and conditions of this Lease and/or because Tenant failed to cause a new Letter of Credit or certificate of renewal or extension to be delivered to Landlord at least thirty (6030) days prior to the expiration of the then current term Letter of Credit; (B) the letter Letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall Credit will be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request accuracy thereof and regardless of whether the Tenant disputes the content of such statement. ; and (vC) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In in the event of a transfer of Landlord's ’s interest in the Premisesthis Lease, Landlord shall have the right to transfer the Letter of Credit, in whole or in part (or cause a substitute letter of credit to be delivered, as applicable) to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said letter Letter of credit Credit to a new landlordLandlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.

Letter of Credit. The Security Deposit may be On or before the Financial Close Date, Contractor shall provide Concessionaire with a Letter of Credit in the form of Exhibit H hereto in an irrevocable standby letter amount equal to seven-and-one-half percent (7.5%) of credit in favor the Contract Sum as additional security for Contractor’s performance of Landlord as beneficiaryits obligations hereunder. Upon Landlord's sole but reasonable determination that an event of default has occurred under Substantial Completion, the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter Letter of credit, per year, which credit Credit shall be pro-rated annually against Base Rent due adjusted to an amount equal to three percent (3%) of the Contract Sum, and be subject to draw by Concessionaire for the entire yearfirst two (2) years of the Warranty Period. The following terms and conditions shall govern If any General Warranty Claims remain unresolved as of the letter date the Letter of credit: Credit (ior applicable portion thereof) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable is otherwise permitted to Landlord and be in the form substantially similar expire pursuant to the form preceding sentence, Contractor shall cause the Letter of letter of credit attached hereto as EXHIBIT H Credit (the form of which shall be deemed "reasonably acceptable" or applicable portion thereof) to Landlord), provided, however, that the final maturity date, if any, set forth remain in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord effect through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter resolution of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlordsuch General Warranty Claims; provided that the issuing bank amount of the Letter of Credit (or applicable portion thereof) shall have be reduced following the right not end of the first two (2) years of the applicable Warranty Period to renew an amount equal to one hundred fifty percent (150%) of the letter total amount of credit such outstanding Claims. The Letter of Credit will be assignable by giving written notice Concessionaire to Landlord not less than the Department, with rights to draw upon or exercise other remedies thereunder if the Department succeeds to the position of Concessionaire under this Agreement. The items on Concessionaire’s Punch List shall be completed by Contractor within sixty (60) days prior to after the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall notGuaranteed Final Acceptance Date, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to and Concessionaire may draw on the letter Letter of credit pursuant Credit and use the proceeds of such drawing to subsection (vi) below. Funds may be drawn down on provide for the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth prompt completion of the statements items remaining on Concessionaire’s Punch List after such sixty (60)-day period. In addition, if the items on Concessionaire’s Punch List have not been completed by Contractor within the time set forth in such Section 17.08(b)(ii) of the Comprehensive Agreement, Concessionaire will draw request on the Letter of Credit and regardless of whether use the Tenant disputes the content proceeds of such statement. (v) Landlord shall have drawing to provide for the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality prompt completion of the foregoing, remaining items on Concessionaire’s Punch List if the letter Department so directs. For so long as Contractor is obligated to maintain the Letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect Credit not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.thirty

Letter of Credit. The Security Deposit may be in Tenant shall concurrently with the form delivery of this Lease executed by the Tenant provide the Landlord with an irrevocable standby irrevocable, stand-by letter of credit in favor the amount of $1,034,317.72 naming the Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the which letter of credit shall not be utilized for any purposes herein permittedhave a term expiring December 16th, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease2003. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, provide that the Landlord's mortgagee, shall be issued Landlord may draw on it by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar certifying to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, issuer in writing that the final maturity date, if any, set forth Tenant is in any letter of credit acceptable to Landlord shall not, in any event, diminish default under the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" Lease or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace Lease has been terminated before its expiry date or that the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary Landlord has received notice of the letter of credit to draw thereon), shall comply with all election of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date issuer not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that If the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time upon receipt of notice from the issuer that Landlord has determined that an event of default has occurred under this Lease, or that Landlord it is entitled to draw on not renewing the letter of credit pursuant credit, the Landlord shall be entitled to subsection (vi) below. Funds may be drawn down on retain the monies as security for all the same purposes as the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "credit. The undersigned is entitled to draw on this letter of credit (i) shall indemnify the Landlord for the breach of any of and all of the obligations of the Tenant under the Lease, and (ii) shall indemnify the Landlord from all losses or damages, howsoever arising, including without limitation, loss of future rents and additional rents that would have been payable under the Lease, the cost of repairing the premises, the cost of restoring the premises to base condition, monies spent on leasehold improvements for the Tenant, inducement payments to the Tenant, the costs of releasing the Premises, the costs of agent’s fees and commissions, and an amount equivalent to the amount payable as accelerated rent under the Lease (if such accelerated rent was not actually paid to the Landlord), resulting from termination of the Lease for any reason, including without limitation, termination by court order, disclaimer by a trustee in bankruptcy, disclaimer by the Tenant pursuant to that certain Lease dated January ___the Bankruptcy and Insolvency Act (Canada) or termination, 2003 between ___________________, rejection or repudiation pursuant to any applicable law or legislation. The issuer shall be a Canadian chartered bank or other financial institution acceptable to the Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the . The letter of credit shall so state) that the permit partial drawings. The letter of credit shall be honored by payable in the issuing bank without inquiry as to the truth City of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the Ottawa. The letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon provide that it is transferable by the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit proceeds may be assigned to a new landlord. (vi) Without limiting third party by the generality Landlord, in each case without the Tenant’s consent. The Letter of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained Credit shall be paid to the beneficiaryfully and finally released December 16th, to be held until Tenant would otherwise be entitled to the return of the letter of credit2003. December 16, subject to Landlord's right to apply such sums as permitted under this Lease.2003 $ 1,034,317.72 $ 0

Letter of Credit. The Security Deposit may be in the form Concurrent with Tenant’s execution and delivery of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, this Lease to Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable deliver to Landlord, as collateral for any amounts that such draws shall be insufficient the full performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer as a result of Tenant’s failure to pay. Landlord is not required to exhaust any comply with one or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term more provisions of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up toincluding, but not to exceed a credit equal to 1% limited to, any post lease termination damages under Section 1951.2 of the required California Civil Code, an Irrevocable Standby Letter of Credit (the “Letter of Credit”) in the total amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire yearOne Million Three Hundred Thousand Dollars ($1,300,000.00). The following terms and conditions shall govern apply to the letter Letter of creditCredit: (i) 1. The letter Letter of credit Credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease Article and shall otherwise be substantially in the form reasonably acceptable to Landlordattached hereto as Exhibit G. 2. The initial letter Letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit Credit or any replacement letter Letter of credit Credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five two months subsequent to the Termination Date (45the “LOC Expiration Date”) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter Letter of credit Credit by giving written notice to Landlord not less than sixty thirty (6030) days prior to the expiration of the then current term of the letter Letter of credit Credit that it does not intend to renew the letter Letter of creditCredit. Tenant understands that the election by the issuing bank not to renew the letter Letter of credit Credit shall not, in any event, diminish the obligation of Tenant to deposit the Security Deposit or maintain such an irrevocable letter Letter of credit Credit in favor of Landlord through such datethe LOC Expiration Date. (iii) 3. Landlord, or the beneficiary its then authorized representative, upon Tenant’s failure to comply with one or more provisions of the letter of creditthis Lease, or as otherwise specifically agreed by Landlord and Tenant pursuant to this Lease or any amendment hereof, without prejudice to any other remedy provided in this Lease or by Regulations, shall have the right from time to time to make one or more draws on the Letter of Credit and use all or part of the proceeds in accordance with Section (4) below. In addition, if Tenant fails to furnish a renewal or replacement letter of credit complying with all of the provisions of this Article 35 at any time that least sixty (60) days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord has determined that an event may draw upon such Letter of default has occurred under Credit and hold the proceeds thereof (and such proceeds need not be segregated) in accordance with the terms of this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) belowArticle 35. Funds may be drawn down on the letter Letter of credit Credit upon presentation to the issuing bank of Landlord's ’s (or Landlord's ’s then managing agent'sauthorized representative’s) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time"certification set forth in Exhibit G. (iv) 4. Tenant acknowledges and agrees (and the letter Letter of credit Credit shall so state) that the letter Letter of credit Credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (a) against any rent or other amounts payable by Tenant under this Lease that is unpaid and was not paid when due; (b) against all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease, including any damages arising under Section 1951.2 of the California Civil Code following termination of this Lease; (c) against any costs incurred by Landlord in connection with this Lease (including attorneys’ fees); and (d) against any other amount that Landlord may spend or become obligated to spend by reason of Tenant’s default. Provided Tenant has performed all of its obligations under this Lease, Landlord agrees to pay to Tenant within sixty (60) days after the LOC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the LOC Expiration Date a voluntary petition is filed by Tenant or any guarantor, or an involuntary petition is filed against Tenant or any guarantor by any of Tenant’s or guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal. 5. lf, as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the amount set forth in this Article 35, Tenant shall, within ten (v10) Business Days thereafter, provide Landlord shall have with additional letter(s) of credit in an amount equal to the right to transfer the deficiency (or a replacement letter of credit in the total amount required pursuant to this Article 35), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Article 35, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the same shall constitute an incurable Event of Default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. 6. Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer all or any portion of its interest in and to the Letter of Credit to another party, person or entity, including Landlord's mortgagee, without cost ’s mortgagee and/or to landlord or its have the Letter of Credit reissued in the name of Landlord’s mortgagee. In the event of a transfer of Landlord's If Landlord transfers its interest in the Premises, Landlord shall have Building and transfers the right to transfer the letter Letter of credit Credit (or any proceeds thereof then held by Landlord) in whole or in part to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the partiesparties hereto, thereupon be released by Tenant from all liability therefor, and it is agreed that the therefor if such transferee has assumed all of Landlord’s obligations under this Lease. The provisions hereof shall apply to every transfer or assignment of said letter all or any part of credit the Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the issuer of the Letter of Credit such applications, documents and instruments as may be necessary to effectuate such transfer. Landlord shall be responsible for paying the issuer’s transfer and processing fees in connection with any transfer of the Letter of Credit. (vi) Without limiting 7. If the generality Letter of the foregoing, if the letter of credit Credit expires earlier than forty-five days after the LOC Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter Letter of creditCredit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter Letter of credit Credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to through the date which is forty-five days after the LOC Expiration Date upon the same terms as the expiring letter Letter of credit Credit or upon such other terms as may be acceptable to Landlord. However, if (ia) the letter Letter of credit Credit is not timely renewed, or (iib) a substitute letter Letter of creditCredit, complying with all of the terms and conditions of this Article 21 paragraph is not timely received, the beneficiary Landlord may present such letter Letter of credit Credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiaryLandlord, to be held until Tenant would otherwise by Landlord in accordance with Article 6 of this Lease. Notwithstanding the foregoing, Landlord shall be entitled to receive from Tenant all attorneys’ fees and costs incurred in connection with the return review of any proposed substitute Letter of Credit pursuant to this Section. 8. Landlord and Tenant (a) acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or any proceeds thereof be deemed to be or treated as a “security deposit” under any Law applicable to security deposits in the commercial context including Section 1950.7 of the letter California Civil Code, as such section now exist or as may be hereafter amended or succeeded (“Security Deposit Laws”), (b) acknowledge and agree that the Letter of creditCredit (including any renewal thereof or substitute therefor or any proceeds thereof) is not intended to serve as a security deposit, subject and the Security Deposit Laws shall have no applicability or relevancy thereto, and (c) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to Landlord's right to apply such sums as permitted or arising from the Security Deposit Laws. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of Laws, now or hereafter in effect, which (i) establish the time frame by which Landlord must refund a security deposit under this Lease.a lease, and/or

Letter of Credit. The Security Deposit may shall be in the form of an unconditional and irrevocable standby letter of credit (“Letter of Credit”) in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, a form and content reasonably satisfactory to Landlord, in addition and issued by a national bank reasonably satisfactory to all other rights and remedies provided under Landlord. The Letter of Credit shall either (i) expire on the Leasedate which is thirty (30) days after the Expiration Date (the “LC Date”) or (ii) be automatically self-renewing (i.e., shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the an “evergreen” letter of credit), until Landlord shall be required to return the Letter of Credit to Tenant pursuant to the terms of this Lease. In the event the letter of credit issuing national bank shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord either fail to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain renew such an irrevocable letter “evergreen” Letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit Credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than least thirty (30) days prior to the expiration date thereof), irrevocable and automatically renewable as above provided or at any time advise Landlord that it will no longer renew such Letter of Credit, a renewed or replacement Letter of Credit shall be delivered to Landlord no later than fifteen (15) days prior to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all expiration of the terms Letter of Credit then held by Landlord, and conditions in the event Landlord fails to timely receive the renewed or replacement Letter of Credit, Landlord shall have the right to immediately draw down the full amount of the Letter of Credit and hold the proceeds thereof as cash security in accordance with the provisions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained 3. If Default by Tenant shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted occur under this Lease, Landlord may, but shall not be required to, from time to time, without prejudice to any other remedy, draw down on and use, apply or retain the whole or any part of the Letter of Credit for the payment of any Rent or any other sum then due and payable to Landlord under this Lease or then in default or to compensate Landlord for any other loss or damage which Landlord may suffer (to the extent permitted to be recovered by Landlord under this Lease) by reason of such Default by Tenant, including, without limitation, reasonable costs and reasonable attorneys’ fees incurred by Landlord to recover possession of the Premises (any such amount retained by Landlord (as opposed to then used or applied) shall be held as cash security in accordance with the provisions of this Article 3). In the event of a transfer of Xxxxxxxx’s interest in the Property, Landlord shall transfer the Letter of Credit to the transferee, and Tenant and the issuer shall thereafter be bound to the transferee Tenant Name: Alkami Technology Building Name: Granite Park Three under the terms of the Letter of Credit. This provision shall apply to every transfer or assignment made of the Letter of Credit to a new landlord. The Letter of Credit shall not be assigned (except in connection with a permitted assignment of this Lease) or encumbered by Tenant and any attempted assignment or encumbrance by Tenant in violation thereof shall be void.

Letter of Credit. If, at any time following the Telaprevir Approval, Tenant has an unrestricted cash, cash equivalent and marketable securities balance of less than $300,000,000, as determined in accordance with generally accepted accounting principles, consistently applied (the “Financial Standard”) then Tenant shall provide to Landlord as security for the performance of the obligations of Tenant hereunder a letter of credit in the amount specified in Section 1.13 in accordance with this Section (as renewed, replaced, and/or reduced pursuant to this Section, the “Letter of Credit” ). The Security Deposit may Letter of Credit shall be in the form attached as Exhibit 17.01 to this Lease or such other form as Landlord may reasonably approve. If there is more than one Letter of an irrevocable standby letter Credit so delivered by Tenant, such Letters of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws Credit shall be insufficient collectively hereinafter referred to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to as the letter “Letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire yearCredit”. The following terms and conditions shall govern the letter Letter of credit: Credit (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord and be that has an office in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord)Boston, providedMassachusetts, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that require only the presentation to the issuer continues of a certificate of the holder of the Letter of Credit stating either (a) that Landlord is entitled to meet draw on the Letter of Credit in accordance with this standard, and if it does not, Lease or (b) that Tenant shall replace has not delivered to Landlord a new Letter of Credit having a commencement date immediately following the letter or credit within twenty (20) days after Landlord's request expiration of the existing Letter of Credit in accordance with a letter of credit meeting all the requirements of this Section 21.2Lease, and Tenant's failure to do so (iii) shall be deemed payable to be an event of default entitling Landlord and its successors in interest as the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease Landlord and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15freely transferable at nominal cost, 2004. (iiiv) The letter of credit or any replacement letter of credit shall be irrevocable for the an initial term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than then one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least sixty (60) days prior to the scheduled expiration date, give Landlord written notice of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlordnonrenewal, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to otherwise be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable form and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be substance reasonably acceptable to Landlord. HoweverNotwithstanding the foregoing, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all term of the terms and conditions Letter of this Article 21 is not timely received, Credit for the beneficiary may present such letter final period of credit to the issuing bank, and the entire sum so obtained Term shall be paid to for a term ending not earlier then the beneficiary, to be held until Tenant would otherwise be entitled to date sixty (60) days after the return last day of the letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseTerm.

Letter of Credit. The Security Deposit may U.S. Agent will promptly notify the other U.S. Revolving Lenders of the amount of any unreimbursed drawing under any U.S. Letter of Credit and each U.S. Revolving Lender shall promptly pay to the U.S. Agent for the account of the U.S. Issuing Lender in U.S. Dollars and in immediately available funds, the amount of such U.S. Revolving Lender's pro rata share of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such U.S. Revolving Lender from the U.S. Issuing Lender if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before 12:00 NOON (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such U.S. Revolving Lender does not pay such amount to the U.S. Issuing Lender in full upon such request, such U.S. Revolving Lender shall, on demand, pay to the form U.S. Agent for the account of an irrevocable standby letter the U.S. Issuing Lender interest on the unpaid amount during the period from the date of credit such drawing until such U.S. Revolving Lender pays such amount to the U.S. Issuing Lender in favor full at a rate per annum equal to, if paid within two (2) Business Days of Landlord as beneficiarythe date that such U.S. Revolving Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Rate and thereafter at a rate equal to the U.S. Base Rate. Upon LandlordEach U.S. Revolving Lender's sole but reasonable determination that an event obligation to make such payment to the U.S. Issuing Lender, and the right of default has occurred under the Lease, Landlord, in addition U.S. Issuing Lender to all other rights and remedies provided under receive the Leasesame, shall have the right to draw from the letter of credit be absolute and apply the proceedsunconditional, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for affected by any purposes herein permittedcircumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, then such letter the existence of credit a Default or Event of Default or the acceleration of the obligations of Airgas hereunder and shall be returned by Landlord to Tenant within forty-five (45) days after made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the expiration making of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of each such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued payment by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar U.S. Revolving Lender to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord)U.S. Issuing Lender, providedsuch U.S. Revolving Lender shall, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (automatically and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any further action whatsoever on the part of Landlord; provided that the issuing bank U.S. Issuing Lender or such U.S. Revolving Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the U.S. Issuing Lender) in the related unreimbursed drawing portion of the U.S. LOC Obligation and in the interest thereon and in the related U.S. LOC Documents, and shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such datea claim against Airgas with respect thereto. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.

Letter of Credit. The Security Deposit may be in the form Upon execution of this Lease, Tenant shall deliver to Landlord an irrevocable standby letter of credit (the "Letter of Credit") in favor form, and issued by a financial institution ("Issuer"), reasonably satisfactory to Landlord. The Letter of Credit shall be in the amount of Three Hundred and Thirty Two Thousand Dollars ($332,000.00), name Landlord as beneficiary. Upon Landlord's sole but reasonable determination the beneficiary thereunder, permit partial draws, and provide that draws thereunder will be honored upon receipt by Issuer of a written statement signed by Landlord specifying the amount to be paid by Issuer to Landlord and certifying that (i) there exists an event Event of default has occurred under Default as that term is defined in the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of Landlord is entitled under the terms and conditions of the Lease to the payment by Tenant of the amount specified, (iii) Landlord has applied the Security Deposit held by Landlord identified in the Basic Lease Information in accordance with Section 4 of the Lease and Tenant has not paid to Landlord the amount required to replenish the Security Deposit as required by Section 4 of the Lease. Landlord shall be entitled to draw the entire amount under the Letter of Credit if Tenant does not deliver to Landlord an extension or replacement for the Letter of Credit in substantially the form of the initial Letter of Credit and in the amount then required under this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an no later than one month before the expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term existing Letter of the letter Credit. Upon delivery of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the replacement letter of credit, Landlord shall accept return to Tenant the original Letter of Credit. Landlord shall be entitled to draw amounts under the Letter of Credit required from time to time to cure any Event of Default under this Lease or to compensate Landlord for any damage Landlord incurs as a renewal thereof or substitute letter result of credit (Tenant's failure to perform any of Tenant's obligations hereunder. If Landlord draws down the entire amount of the Letter of Credit as set forth immediately above, then Landlord shall hold such renewal or substitute letter of credit to be amount in effect not later than thirty (30) days prior a separate interest bearing account, as a security deposit, subject to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter provisions of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions Section 4 of this Article 21 is not timely received, Lease (other than the beneficiary may present last sentence of Section 4) concerning the use and return of funds held as a Security Deposit. All interest earned on such letter of credit to the issuing bank, funds shall be maintained in such interest bearing account and the entire sum so obtained shall be paid to Tenant at the beneficiaryexpiration or sooner termination of this Lease. At Tenant's option, Tenant may instruct Landlord to invest such funds in a conservative manner selected by Tenant which will allow Landlord reasonable access to such funds, but will provide a higher rate of return than an interest bearing account. All of the provisions herein concerning relief from the obligation to maintain the Letter of Credit and to reduce the amount of the Letter of Credit shall apply to such funds held by Landlord. If the requirement of the Letter of Credit would be held until waived, Landlord shall return such funds and all interest earned thereon to Tenant. If the requirement for the amount of the Letter of Credit would be reduced, Landlord shall return that portion of the funds to Tenant would otherwise be entitled which is equal to the return amount of such reduction each time such reduction would occur. Landlord shall release the Letter of Credit at the end of the letter sixtieth (60th) month of creditthe Term if, subject to Landlordas of such date, no Event of Default on the part of Tenant then exists and no event or condition then exists which, with notice or the passage of time, would become an Event of Default on the part of Tenant. Promptly following Tenant's right to apply cure of any such sums as permitted under this LeaseEvent of Default or default of which Landlord has given Tenant written notice, Landlord shall release the Letter of Credit. The amount of the Letter of Credit shall be reduced on the second (2nd) anniversary of the Commencement Date by the amount of Sixty-Six Thousand Four Hundred Dollars ($66,400), provided that on the anniversary date in question there exists neither an Event of Default or an event or condition which, with notice or the passage of time, would become an Event of Default on the part of Tenant.

Letter of Credit. The Security Deposit may be in the form of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's ’s sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's ’s liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's ’s election, the Landlord's ’s mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "“reasonably acceptable" ” to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "“A" ” or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's ’s request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's ’s failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's ’s (or Landlord's ’s then managing agent's’s) certificate stating as follows: "“The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time"” (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's ’s mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's ’s interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's ’s right to apply such sums as permitted under this Lease.

Letter of Credit. The Security Deposit may be Two (2) business days after Sublessee’s receipt of a copy of the Consent by Master Lessor to this Sublease, Sublessee shall provide to Sublessor an unconditional, clean, irrevocable Letter of Credit (“Letter of Credit”) in the form amount of an irrevocable standby letter of credit Thirty Seven Thousand and no/100 Dollars ($37,000) in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the LeaseSublessor and issued by a bank (which accepts deposits, Landlord, in addition to all other rights maintains accounts and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such will negotiate a letter of credit, and whose deposits are insured by means the FDIC) located in the Bay Area and reasonably acceptable to Sublessor (“Issuer”). The Letter of Credit shall (1) be fully transferable by Sublessor to a rent creditsuccessor in its interest under this Sublease without payment of transfer fees, up to(2) permit multiple drawings, but not and (3) provide that draws, including partial draws, at Sublessor’s election, will be honored upon the delivery to exceed the Issuer a credit equal certificate signed by Sublessor, or its authorized agent, that Sublessee is in default under this Sublease and that as a result thereof Sublessor is entitled to 1% make the requested draw pursuant to the terms of the required amount Sublease. The Letter of Credit is to be issued pursuant to ISP98 rather than UCP 500. If Sublessee fails to pay Rent or any other sums as and when due hereunder, or otherwise defaults with respect to any provision of this Sublease, Sublessor may (but shall not be obligated to) use, apply or retain all or any portion of the letter Letter of creditCredit for payment of any sum for which Sublessee is obligated or which will compensate Sublessor for any loss or damage which Sublessor may suffer thereby. Any draw or partial draw of the Letter of Credit shall not constitute a waiver by Sublessor of its right to enforce its other remedies hereunder, per yearat law or in equity. If any portion of the Letter of Credit is drawn upon, which credit Sublessee shall, within ten (10) days after delivery of written demand from Sublessor, restore said Letter of Credit to its original amount. The Letter of Credit shall be pro-rated annually against Base Rent due in effect for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements term of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than Sublease plus sixty (60) days prior to beyond the expiration of the then current Sublease term. The Letter of Credit will automatically renew each year during the Sublease term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or unless the beneficiary under the Letter of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit Credit is given at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than least thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is fortynotice of a non-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to renewal by the issuing bank, and the entire sum so obtained Sublessor shall be paid able to draw on the Letter of Credit in the event of such notice. The parties agree that the provisions of Civil Code Sections 1950.7 and 1951.7 do not apply to the beneficiary, to be held until Tenant would otherwise be entitled to the return Letter of the letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseCredit.

Letter of Credit. The Security Deposit Tenant may be elect to provide, at Tenant’s sole cost and expense, a Letter of Credit (as defined below) in the form Letter of an irrevocable standby letter Credit Required Amount (as defined below) as additional security for the faithful performance and observance by Tenant of credit in favor all of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event the provisions of default has occurred under the Lease, Landlordon the terms and conditions set forth below. Tenant’s election to provide the Letter of Credit must be made by delivering to Landlord the Letter of Credit upon Tenant’s execution and delivery of this Lease (the “Letter of Credit Election”). The use, application or retention of the Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by the Lease or by law, it being intended that Landlord shall not first be required to proceed against the Letter of Credit and the Letter of Credit shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. As used herein the term “Letter of Credit Required Amount” initially means $802,449.54. Subject to the remaining terms of this Article 57, and provided the Reduction Conditions (as defined in addition to all other rights and remedies provided under Section 4.3) have been satisfied at the Leaseparticular reduction effective date, Tenant shall have the right to draw from reduce the letter Letter of credit and apply Credit Required Amount so that the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws new Letter of Credit Required Amount shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to $401,224.77 effective as of the letter first day of credit. In the event later of the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five sixth (45401) days after the expiration month of the Term of this Leaseor the month following the date Tenant meets the Reduction Conditions. Landlord shall reimburse If Tenant for the annual cost of such letter of credit, by means of is entitled to a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be reduction in the form substantially similar to the form Letter of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord)Credit Required Amount, provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually Landlord with written notice requesting that the issuer continues to meet this standardLetter of Credit Required Amount be reduced as provided above (the “Letter of Credit Reduction Notice”). If Tenant provides Landlord with a Letter of Credit Reduction Notice, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on reduce the letter Letter of credit pursuant to subsection (vi) below. Funds may Credit Required Amount as provided herein, the reduction shall be drawn down on effectuated by Tenant replacing the letter Letter of credit upon presentation to Credit then being held by Landlord with a new Letter of Credit in the issuing bank new Letter of Landlord's (Credit Required Amount or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter amending the then-existing Letter of credit pursuant Credit to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter new Letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statementCredit Required Amount. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.

Letter of Credit. The Security Deposit may be in the form In lieu of an irrevocable standby letter of credit in favor of depositing cash with Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Leaseand when required pursuant to Section 3.1, and upon prior written notice to Landlord, in addition to all other rights and remedies provided under Tenant may elect (such election, the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default “LC Election”) and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable deliver to Landlord and be in maintain during the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (Term and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or a Letter of Credit in an undrawn face amount equal to three (3) monthly payments of Base Rent (subject to adjustment as provided herein, the issuing bank notifies “LC Amount”) as partial collateral for Tenant’s obligations under this Lease. The Letter of Credit may be deposited by Tenant with Landlord that it in three (3) equal installments in the same manner as the cash Security Deposit under Section 3.1. During any period in which the LC Election has been made, the following terms and provisions shall apply: 3.2.1 Upon the occurrence of an Event of Default, Landlord may, but shall not renew be required to, draw upon the letter Letter of creditCredit (in whole or in part) and apply the cash proceeds thereof to the obligations due from Tenant under this Lease and to compensate Landlord for the damages suffered or incurred by it in connection with such Event of Default (or any other Event of Default). Any amount drawn by Landlord shall not be deemed: (a) to fix or determine the amounts to which Landlord is entitled to recover under this Lease or otherwise; (b) to waive or cure any default under this Lease; or (c) to limit or waive Landlord’s right to pursue any remedies provided for in this Lease. 3.2.2 Together with any increase in the Base Rent, the LC Amount shall be increased by the amount necessary to make the LC Amount equal to three (3) monthly installments of Base Rent. Within five (5) days after such increase in the LC Amount, Tenant shall deposit with Landlord a replacement or supplementary Letter of Credit such that at all times during the Term of this Lease and for sixty (60) days after the Expiration Date, Landlord shall accept a renewal thereof be holding one or substitute letter more Letters of credit Credit totaling, in the aggregate, the LC Amount (such renewal as so increased). Tenant covenants as follows: (a) on or substitute letter of credit to be in effect not later than before thirty (30) days prior to the expiration thereof)date of the then issued and outstanding Letter of Credit, irrevocable Tenant shall deposit with Landlord a replacement Letter of Credit in the LC Amount; (b) if all or any portion of the Letter of Credit is drawn against by Landlord, Tenant shall, within five (5) Business Days after demand by Landlord, deposit with Landlord a replacement or supplementary Letter of Credit such that at all times during the term of this Lease and automatically renewable as above provided to the date which is forty-five for sixty (60) days after the Expiration Date Date, Landlord shall have the ability to draw on one or more Letters of Credit totaling, in the aggregate, the LC Amount; and (c) following an Issuer Revocation, Tenant shall obtain a replacement Letter of Credit in the LC Amount from another Issuer within fifteen (15) days of Landlord’s written demand therefor. If Tenant fails to timely perform any of the foregoing, then in addition to any other rights and remedies available under this Lease, Landlord may immediately draw upon the same terms full amount of the then issued and outstanding Letter of Credit. The LC Amount is also subject to adjustment from time to time pursuant to the provisions of Sections 6. 12.1. If Landlord has not drawn upon the then issued and outstanding Letter of Credit, Landlord shall return said Letter of Credit to Tenant sixty (60) days after the Expiration Date. 3.2.3 Upon the issuance of a replacement Letter of Credit, Landlord shall have the right to draw solely on such replacement Letter of Credit and Landlord shall have no right to draw against the Letter of Credit which is replaced by such replacement Letter of Credit. 3.2.4 Tenant shall have the right to deposit with Landlord one or more Letters of Credit to satisfy the requirements of this Section 3.2, so long as the expiring letter aggregate undrawn face amount of credit all issued and outstanding Letters of Credit equal the LC Amount. 3.2.5 Within five (5) Business Days after receipt of any written demand by Landlord, Tenant shall produce to Landlord (a) evidence satisfactory to Landlord, in the exercise of its commercially reasonable judgment, that Issuer is then in compliance with the Issuer Standards, and (b) such other information concerning Issuer as Landlord may reasonably request. 3.2.6 If Landlord draws on a Letter of Credit, the cash proceeds thereof not used to compensate Landlord for amounts due to Landlord under this Lease by reason of an Event of Default shall be held by Landlord as an additional security deposit under this Lease and Landlord may, from time to time, without prejudice to any other right or remedy, apply such cash proceeds to the obligations due from Tenant under this Lease and to compensate Landlord for the damages suffered or incurred by it in connection with such Event of Default (or any other Event of Default). The holding of such cash proceeds by Landlord shall not limit or stay Tenant’s obligation hereunder to cause to be issued a Letter of Credit in the LC Amount. Provided no Event of Default has occurred and is then continuing (except an Event a Default that would be fully cured by the posting of a Letter of Credit in the LC Amount), upon Landlord’s receipt of a Letter of Credit in the LC Amount, any such cash proceeds then held by Landlord shall be returned to Tenant. If requested by Tenant, Landlord shall make such cash proceeds available to collateralize a replacement Letter of Credit or supplemental Letter of Credit pursuant to a written agreement with the applicable Issuer, whereby Landlord shall agree to disburse such cash proceeds to the applicable Issuer upon such other terms Issuer’s irrevocable and unconditional commitment to issue the applicable replacement Letter of Credit or supplemental Letter of Credit upon its receipt of such cash proceeds. Notwithstanding the foregoing, Landlord shall not be required to make such cash proceeds available if an Event of Default then exists. If no Event of Default exists under this Lease as of the Expiration Date, any cash proceeds then held by Landlord shall be returned to Tenant within sixty (60) days following the Expiration Date. 3.2.7 If Landlord sells or transfers the Premises or Landlord ceases to have an interest in the Premises, Landlord may transfer the Letter of Credit to the successor owner of the Premises, and from and after such transfer, Landlord shall be acceptable relieved of all liability with respect thereto. 3.2.8 In the event that when the LC Election is made, Landlord is holding the Security Deposit pursuant to Section 3.1 above, then upon Landlord. However, if ’s receipt of (i) written notice from Tenant making the letter of credit is not timely renewed, or LC Election and (ii) a substitute letter Letter of credit, complying with all of Credit in the terms and conditions LC Amount satisfying the provisions of this Article 21 is not timely receivedSection 3.2, the beneficiary may present any such letter of credit to the issuing bank, and the entire sum so obtained cash Security Deposit then held by Landlord shall be paid returned to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseTenant.

Letter of Credit. The Security Deposit may Borrower further agrees with the Issuing Lender, the Administrative Agent and the Lenders that the Issuing Lender, the Administrative Agent and the Lenders shall not be responsible for, and the Borrower's Reimbursement Obligations under Section 4.2 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon even if such documents should in fact prove to be in the form of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Leaseany or all respects invalid, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceedsfraudulent or forged, or any part thereofdispute between or among the Borrower, the beneficiary of any Letter of Credit or any financing institution or other party to which any Letter of Credit may be transferred or any claims or defenses whatsoever of the Borrower against the beneficiary of any Letter of Credit or any such transferee, PROVIDED that the Borrower shall not be responsible for, and the Borrower's Reimbursement Obligations shall not include, amounts owing or liabilities arising solely from the gross negligence or willful misconduct of the Issuing Lender in determining whether a request presented under any Letter of Credit complied with the Lease; but Tenant's liability under terms of such Letter of Credit. The Issuing Lender, the Lease Administrative Agent and the Lenders shall thereby not be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust error, omission, interruption or delay in transmission, dispatch or delivery of any message or all rights and remedies available at law or equity against Tenant before resorting to the letter advice, however transmitted, in connection with any Letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire yearCredit. The following terms and conditions shall govern Borrower agrees that any action taken or omitted by the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's electionIssuing Lender, the Landlord's mortgageeAdministrative Agent or any Lender under or in connection with each Letter of Credit and the related drafts and documents, if done in good faith, shall be issued by a commercial bank reasonably acceptable to Landlord binding upon the Borrower and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth not result in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever liability on the part of Landlord; provided that the issuing bank shall have Issuing Lender, the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior Administrative Agent or any Lender to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such dateBorrower. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.

Letter of Credit. The Security Deposit may be Tenant shall deliver to Landlord an irrevocable, unconditional commercial Letter of Credit in form acceptable to Landlord in the form sum of $37,002.00, issued by an irrevocable standby letter of credit FDIC insured national banking association acceptable to Landlord, having a maturity date not earlier than October 31, 2004, and drawn in favor of Landlord (the "Letter of Credit'). The Letter of Credit shall, among other terms and provisions, permit multiple draws thereunder by Landlord issuing sight drafts against such Letter of Credit. The Letter of Credit shall serve as beneficiary. Upon additional security for the performance by Tenant of its covenants and obligations under this Lease, it being understood and agreed that the, security evidenced and represented by the Letter of Credit shall not be considered as a measure of Landlord's sole but reasonable determination that an damages in the event of default has occurred a Default by Tenant under this Lease. In the event that Tenant ever becomes in Monetary Default (as defined in Section 23 hereof) under this Lease or if Tenant becomes in Non-Monetary Default (as defined in Section 23 hereof) under this Lease, then in either event, Landlord may (but shall not be obligated to) draw on such Letter of Credit for any and all amounts due to Landlord but not paid by Tenant as a result of or in connection with any such Default. However, by drawing any such sums under the LeaseLetter of Credit, Landlord, in addition Tenant's Default shall not be deemed to all other rights have been cured and remedies provided under the Lease, Landlord shall continue to have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or pursue all rights and remedies available at law or equity against Tenant before resorting it may have as a result of said Default unless Landlord provides written notice to the letter contrary to Tenant within thirty (30) days after Landlord draws such sums under the Letter of credit. Credit In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration obtains possession of the Term Leased Premises because of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, any Default hereunder by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored whether by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord judicial proceeding or its mortgagee. In the event of a transfer of Landlord's interest in the Premisesotherwise, Landlord shall have the right to transfer draw the letter entire-proceeds available under the Letter of credit Credit to apply such proceeds to damages to which Landlord may be entitled as a result of said default by Tenant, but such proceeds shall not be a measure of or limit on Landlord's damages. In the transferee without cost to event that a final non-appealable judgment is obtained from a court of competent jurisdiction which establishes Landlord's final damages at a sum which is less than the amounts drawn therefore by Landlord under the Letter of Credit, or if Landlord, in its transfereesole discretion, and thereupon determines that its total actual damages are less than the amounts drawn by Landlord shallunder the Letter of Credit, then Landlord shall refund the balance, without any further agreement between interest, to Tenant. If by reason of one or more sight drafts drawn on the partiesLetter of Credit by Landlord, be released by the amount of the Letter of Credit is reduced or exhausted, Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to immediately provide a new landlord. (vi) Without limiting the generality or additional Letter of the foregoingCredit, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit subject to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as set forth in the expiring letter original Letter of credit Credit so that Landlord at all times during the Lease Term is holding one or upon more Letters of Credit with an undrawn balance thereunder totaling at least $37,002.00. Tenant shall have the right to replace the Letter of Credit with other security so long as such other terms as may be acceptable security and Landlord's rights to obtain access to and the use of such security or the proceeds thereof are satisfactory to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Leasein its sole discretion.

Letter of Credit. The Security Deposit may be No later than October 1, 2011, Tenant shall provide, at Tenant's sole cost and expense, a Letter of Credit (as defined below) in the form Letter of an irrevocable standby letter Credit Required Amount (as defined in the Basic Lease Information) as additional security for the faithful performance and observance by Tenant of credit in favor all of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event the provisions of default has occurred under the this Lease, Landlord, in addition on the terms and conditions set forth below. Tenant's failure to all other rights and remedies provided deliver the Letter of Credit by that date shall be an immediate Event of Default under the this Lease, without any notice or cure rights. The use, application or retention of the Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to proceed against the Letter of Credit and the Letter of Credit shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. As used herein the term "Letter of Credit Required Amount" initially means $2,500,000.00. Subject to the remaining terms of this Article 56, and provided the Reduction Conditions (as defined below) have been satisfied at the particular reduction effective date, Tenant shall have the right to draw from reduce the letter of credit and apply Required Amount so that the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws new Required Amount shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to $2,000,000.00 effective as of the letter first day of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (4537th) days after the expiration month of the Term and $1,000,000.00 effective as of this Leasethe first day of the sixty-first (61st) month of the Term. Landlord shall reimburse If Tenant for is not entitled to reduce the annual cost of such letter of credit, by means Required Amount as of a rent credit, up to, but not particular reduction effective date due to exceed a credit equal to 1% the failure of one or more of the required Reduction Conditions, then any subsequent reduction(s) Tenant is entitled to hereunder shall be reduced by the amount of the letter reduction Tenant would have been entitled to had all of creditthe Reduction Conditions been satisfied. If Tenant is entitled to a reduction in the Required Amount, per year, which credit Tenant shall provide Landlord with written notice requesting that the Required Amount be pro-rated annually against Base Rent due for reduced as provided above (the entire year"Reduction Notice"). The following terms Reduction Notice must include copies of Tenant's financial statements, including its most recent 10-K filing and conditions shall govern 10-Q filings covering at least the letter of credit: 12-month period ending on the most recent completed fiscal quarter prior to the date the Reduction Conditions must be satisfied (i) The letter of credit shall be in favor of Landlord, or, at Landlord's electioncollectively, the Landlord's mortgagee, shall be issued by "Required Financial Statements") in a commercial bank form reasonably acceptable to Landlord and Tenant's calculation of EBITDA Margin (as defined below) and the Interest Coverage Ratio (as defined below) based on those Required Financial Statements showing that the applicable Reduction Conditions have been satisfied. If Tenant provides Landlord with a Reduction Notice, and Tenant is entitled to reduce the Required Amount as provided herein, the reduction shall be effectuated by Tenant replacing the Letter of Credit then being held by Landlord with a new Letter of Credit in the form substantially similar new Required Amount or amending the then-existing Letter of Credit to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) belownew Required Amount. The issuing bank shall term "Reduction Conditions" means the following conditions which have a Standard & Poors rating of "A" or better been satisfied in the Required Financial Statements as determined by Landlord: (and Tenant shall provide evidence annually that a) EBITDA Margin for the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date prior twelve months is not earlier less than August 15, 2004%. (iib) The letter of credit or any replacement letter of credit shall be irrevocable Interest Coverage Ratio for the term thereof prior twelve months is not less than 1.6X. (c) No Event of Default shall have occurred and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after be continuing under this Lease. As used in this Section 56.1, the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank following terms shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such datefollowing meanings. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.

Letter of Credit. The Security Deposit (1) Borrower shall at all times maintain with Lender a Letter of Credit (defined below) in an amount equal to the Letter of Credit Amount (defined below). Borrower shall deliver to Lender (i) on the Closing Date, a Letter of Credit in the Letter of Credit Amount and (ii) on the first Business Day of each Letter of Credit Year (defined below), a Letter of Credit in an amount equal to the Letter of Credit Amount, as the same may be in the form adjusted pursuant to this Section 6.10. Lender shall notify Borrower of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only adjustment to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter Letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within Credit Amount forty-five (45) days after prior to the expiration commencement of the Term each Letter of this LeaseCredit Year. Landlord The term "Letter of Credit" shall reimburse Tenant for the annual cost of such mean a transferable, clean, ---------------- irrevocable, unconditional standby letter of credit, by means of a rent credit, up to, but not credit in form and substance satisfactory to exceed a credit equal to 1% of Lender in its sole discretion in the required amount of the letter Letter of creditCredit Amount, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of Issuing Bank") having a long- ------------ term credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "AAA" (or its equivalent) or better assigned by each of the Rating Agencies (the "Minimum L/C Rating") and Tenant shall provide evidence annually that the issuer continues otherwise satisfactory to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter Lender ------------------ in its sole discretion. The Letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so Credit shall be deemed payable upon presentation of a sight draft only to be an event the order of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms Lender at a New York City location and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an initial expiration date not earlier than August 15, 2004. one (ii1) year from the date of its issuance and shall provide for multiple draws. The letter Letter of credit or any replacement letter of credit Credit shall be irrevocable automatically renewed for successive twelve (12) month periods for the term thereof and of the Loan. The Issuing Bank shall automatically renew on a year be obligated to year basis until a period ending not earlier than deliver to Lender forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving days' prior written notice to Landlord not less than sixty (60) days prior to of the expiration of the then current term such Letter of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation Credit to the issuing bank extent that such Letter of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit Credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.

Letter of Credit. The Security Deposit may be Concurrent with the execution of this Lease, Tenant will deliver to Landlord the Letter of Credit in the form amount set forth in Section 1.7 of an irrevocable standby letter the FLP as security for Tenant’s performance of credit in favor all of Landlord as beneficiary. Upon Landlord's sole Tenant’s covenants and obligations under this Lease, including but reasonable determination that an event not limited to the payment of default has occurred Base Rent and Other Charges, and all other sums owed under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that neither the final maturity dateLetter of Credit nor any Letter of Credit proceeds therefrom will be deemed an advance rent deposit or an advance payment of any other kind, if any, set forth or a measure or limitation of Landlord’s damages or constitute a bar or defense to any of the Landlord’s other remedies under this Lease or at Law upon Tenant’s default. The Letter of Credit will be maintained in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through effect from the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. through ninety (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (4590) days after the then current Expiration Date expiration or earlier termination of this Lease without any action whatsoever on the part Term as the same may be extended in accordance with the provisions of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days Addendum #1 or Addendum #2, attached hereto. On or prior to the expiration of such ninety (90) day period, Landlord will return to Tenant the Letter of Credit (unless presented for payment as provided herein) and any Letter of Credit proceeds then current term held by Landlord (other than those held for application by Landlord as provided herein, including application to cure any failure by Tenant to restore the Premises as required by this Lease upon the surrender of the letter Premises). In no event will any such return be construed as an admission by Landlord that Tenant has performed all of credit that it does its obligations pursuant to the Lease. Landlord will not intend be required to renew segregate the letter Letter of creditCredit proceeds from its other funds and no interest will accrue or be payable to Tenant with respect thereto. Landlord may (but is not required to) draw upon the Letter of Credit and use the Letter of Credit proceeds or any portion thereof (i) to cure any Event of Default by Tenant understands that which continues beyond the election by the issuing bank not period of notice and opportunity to renew the letter of credit shall not, cure provided in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or (ii) to compensate Landlord for any damage Landlord incurs as a result of Tenant’s failure to perform any of its obligations hereunder following expiration of the notice period provided in this Lease; or (iii) to provide additional security in the event the Letter of Credit has not been replaced at least thirty (30) days before expiration of its term. Use of the Letter of Credit proceeds will not constitute a bar or defense to any of Landlord’s other remedies under this Lease. In such event and upon written notice from Landlord to Tenant specifying the amount of the Letter of Credit proceeds so utilized by Landlord and the particular purpose for which such amount was applied, Tenant will immediately deliver to Landlord an amendment to the Letter of Credit or a replacement thereof in an amount equal to one hundred percent (100%) of the amount required to increase the available amount thereof to an amount equal to the amount specified in Section 1.7 of the FLP. Tenant’s failure to deliver such amendment or replacement to Landlord within ten (10) business days of Landlord’s notice will constitute an Event of Default hereunder. No lessor under any ground or underlying lease or holder of or beneficiary under a mortgage or deed of trust, nor any purchaser at any judicial or private foreclosure sale of the Project or any portion thereof will be responsible to Tenant for such Letter of Credit or any Letter of Credit proceeds unless such lessor, holder or purchaser has actually received the Letter of Credit or Letter of Credit proceeds. The Letter of Credit will be for the entire Term of the Lease, and must provide: (i) that Landlord is entitled may make partial and multiple draws thereunder, up to the face amount thereof; (ii) that Landlord may draw upon the Letter of Credit up to the full amount thereof, as determined by Landlord, and the issuing bank (“Bank”) will pay to Landlord the amount of such draw upon receipt by the Bank of a sight draft signed by Landlord and accompanied by a Landlord’s Certificate; and (iii) that the Landlord may draw on the letter Letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth Credit at a location of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right Bank to transfer the letter of credit to be reasonably approved by Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's Landlord assigns or other transfers its interest in this Lease, the PremisesLetter of Credit will be freely transferable by Landlord, Landlord shall have the right to transfer the letter of credit without charge and without recourse, to the assignee or transferee without cost of such interest and the Bank will confirm the same to Landlord and such assignee or its transferee, and thereupon . In the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed event that the provisions hereof shall apply Bank fails to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies notify Landlord that it shall the Letter of Credit will not renew the letter of creditbe renewed and Tenant has not delivered to Landlord, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than at least thirty (30) days prior to the expiration thereof)relevant renewal date, irrevocable and automatically renewable as above provided to a replacement Letter of Credit meeting the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. Howeverrequirements set forth herein, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise then Landlord will be entitled to draw on the return Letter of Credit as provided above, and will hold and apply the proceeds of such draw pursuant to Section 5.2 of this Lease. Landlord’s draw upon the Letter of Credit Proceeds arc in addition to any rights it has to draw upon any Security Deposit in this Lease. Furthermore, Landlord may draw upon and execute on the Letter of Credit process upon the occurrence of an Event of Default pursuant to Section 20.1 of the letter Lease in order to recover unamortized brokers commissions and unamortized Tenant Improvement costs, provided, however, that upon cure of creditsuch Event of Default, subject Landlord shall immediately pay to Landlord's right Tenant all such drawn funds. Tenant’s failure to apply such sums as permitted under deliver, maintain, or renew the Letter of Credit pursuant to the obligations of this LeaseSection 5.2 will be deemed an Event of Default.

Letter of Credit. The Security Deposit may be in Subtenant agrees that, within five (5) days of the form execution of this Sublease, Subtenant shall deposit with Sublandlord and maintain throughout the Term (except as provided below) an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount of One Hundred Eighty Thousand Dollars ($180,000) in default a form and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights substance and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto Sublandlord naming Sublandlord as EXHIBIT H beneficiary (the form "Letter of which Credit"). The Letter of Credit shall be deemed "reasonably acceptable" held by Sublandlord as security for the full and faithful performance of each and every provision of this Sublease to Landlord)be performed by Subtenant. If Subtenant fails to pay rent or other charges when due under this Sublease, providedor to perform any of Subtenant's obligations under this Sublease, howeveror if Subtenant fails to renew the Letter of Credit at least thirty (30) days before its expiration, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank Sublandlord shall have the absolute right to draw down all or any portion of the Letter of Credit on Sublandlord's sworn statement of any such failure by Subtenant for the payment of any rent or other amount then due and unpaid, for the payment of any other sum for which Sublandlord may become obligated to spend by reason of Subtenant's default, or for any loss sustained by Sublandlord as a Standard & Poors rating result of "A" or better Subtenant's failure. If Sublandlord does apply the Letter of Credit, Subtenant must within ten (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (2010) days after Landlord's request with written demand cause a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the new letter of credit to draw thereon), shall comply with all be issued in the full amount of the terms and conditions Letter of this Lease and shall otherwise be in form reasonably acceptable to LandlordCredit as required hereunder. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided Subtenant acknowledges that the issuing bank shall have Sublandlord has the right not to renew transfer its interest in the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to Sublease and Subtenant agrees that in the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Leaseany such transfer, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord Sublandlord shall have the right to transfer or assign the letter Sublandord's interest in the Letter of credit Credit to Landlord's mortgagee, without cost to landlord the transferee or its mortgagee. In the event of a such transfer, Subtenant shall be responsible for any transfer of Landlord's interest in fees imposed by the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transfereeissuing bank, and thereupon Subtenant shall look solely to such transferee or mortgagee for the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality return of the foregoing, if the letter Letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than Credit. Within thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon Term has expired or Subtenant has vacated the ARTISTdirect Sublease January 26, 2006 Premises or any final adjustment pursuant to Subsection 4(b) of this Sublease has been made, whichever occurs last. The Sublease Letter of Credit security deposit shall be maintained by Sublandlord and returned under the same terms and conditions as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all provided under Section 16.8 of the terms and conditions Master Lease, as incorporated pursuant to Section 9 hereof. Subtenant hereby waives the provisions of this Article 21 is not timely received, Section 1950.7 of the beneficiary may present such letter of credit to the issuing bankCalifornia Civil Code, and all other provisions of law, now or hereafter in force, which provide that Sublandlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the entire sum so obtained shall be paid to the beneficiarypayment of rent, to be held until Tenant would otherwise be entitled repair damage caused by Subtenant or to clean the Sublease Premises; it being agreed that Sublandlord may, in addition, claim those sums reasonably necessary to compensate Sublandlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Subtenant or any officer, employee, agent or invitee of Subtenant. Sublandlord shall return any unused portion of the letter Letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseCredit within sixty (60) days from the date that Sublandlord receives possession of the Premises from Subtenant.

Letter of Credit. The Security Deposit may On or before the earlier of (i) ninety (90) days after mutual execution of this Lease or (ii) the date on which Xxxxxx wishes to obtain disbursement of any portion of the T.I. Allowance, Tenant shall cause to be delivered to Landlord an irrevocable, unconditional, transferable standby Letter of Credit in the initial sum of $325,000.00 naming Landlord as beneficiary, issued by a lender acceptable to Landlord and otherwise substantially in the form of an irrevocable standby attached Exhibit E, provided that if the issuing bank does not have a New York branch on which the letter may be drawn, then Tenant shall further obtain from the Bank of credit New York a Confirmation Advice in favor the form attached as Exhibit E-1 (collectively the “Letter of Landlord Credit”). Tenant shall be required to maintain the Letter of Credit through the Lease Term. The Letter of Credit shall be governed by the rules of the International Standby Practices of 1998 or such later revision as beneficiarymay be published by the Institute of International Banking Law and Practice. Upon Landlord's sole but reasonable determination that an event If Tenant breaches any covenant or condition of default has occurred under the this Lease, Landlordincluding but not limited to the payment of rent or additional rent, and fails to cure such breach within any cure period provided in addition to all other rights and remedies provided under the this Lease, shall have Landlord may draw on the right to draw from the letter Letter of credit Credit and apply the proceeds, or any part thereof, sums so drawn to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable reimburse itself for any damages or other amounts that due from Tenant relating to such draws shall be insufficient breach, regardless of whether Landlord has previously taken any other action against Tenant. Further, if Tenant fails to pay. Landlord is not required to exhaust any or all rights and remedies available renew the Letter of Credit at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five least ninety (4590) days after the prior to its expiration of during the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of , then such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of immediate default entitling the beneficiary of the letter of credit Landlord to draw thereon), the entire Letter of Credit and hold it as a cash security deposit. Any payment to Landlord from the Letter of Credit shall comply with all not be construed as a payment of the terms and conditions liquidated damages for any default. Provided that Tenant has not at any time been in default of any of its monetary obligations under this Lease and shall otherwise be has not been in form reasonably acceptable to Landlord. The initial letter material default of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred other obligations under this Lease, or that Landlord is entitled then as of June 1, 2003, Tenant may reduce the Letter of Credit to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation $216,667 and subject to the issuing bank same precondition may reduce the Letter of Credit to $108,334 on June 1, 2005. This right to reduce the Letter of Credit shall be subject to (and conditioned on) Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to confirming in writing that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in has satisfied such draw request and regardless of whether the Tenant disputes the content of such statement. (v) conditions. Landlord shall have the right promptly respond to transfer the letter of credit to LandlordXxxxxx's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoingrequest for such confirmation and, if Landlord deems the letter of credit expires earlier than forty-five days after conditions not met, shall specify the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Leasereasons for its conclusion 31.

Letter of Credit. The Security Deposit may be in On or before the form of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the LeaseCommencement Date, Landlord, in addition Sublandlord shall provide to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such Subtenant an irrevocable letter of credit in favor the amount of Landlord through the date set forth in subsection 21.2 Fifty Thousand Dollars (ii$50,000) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Subtenant (the "Letter of Credit"). If any of Subtenant's rights under this Sublease are adversely affected by any act or omission of Sublandlord which causes the Master Landlord through such date. (iii) Landlord, or to terminate the beneficiary Main Lease precluding Subtenant's continued lawful occupancy of the letter of credit, shall have Sublet Premises at the right from time same rent prior to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, Subtenant may draw upon the Letter of Credit to the extent necessary to offset any relocation costs or increased rent for the Sublet Premises actually incurred by Subtenant or any other costs and expenses reasonably incurred by Subtenant arising therefrom and from Subtenant being so precluded from lawfully occupying the Sublet Premises at the same rent. Notwithstanding the foregoing, Sublandlord shall indemnify, defend, protect and hold Subtenant harmless from any and all damages, claims, loss, liability, cost and expense (including, without limitation, court costs and reasonable attorneys' fees) incurred in connection with or arising from Sublandlord's breach, or other termination of this Sublease or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit Main Lease except as expressly permitted herein (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all including any provisions of the terms Main Lease incorporated herein); provided, however, that Subtenant shall have a duty to take commercially reasonable steps to mitigate any such damages, claims, loss, liability, cost and conditions expense. Upon the termination or expiration of this Article 21 is Sublease in a manner not timely receivedarising from a Sublandlord's act or omission, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained Sublandlord shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the a return of the letter Letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseCredit so that it can be cancelled.

Letter of Credit. The Security Deposit 5.01 Concurrently with Tenant’s execution of this Lease, Tenant shall deliver to Landlord, as additional collateral for the full performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may be suffer as a result of any default by Tenant under this Lease, including, but not limited to, any post lease termination damages under section 1951.2 of the California Civil Code, a standby, unconditional, irrevocable, transferable letter of credit (the “Letter of Credit”) in the form of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under Exhibit F hereto and containing the Lease, Landlordterms required herein, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required face amount of the letter of credit, per year, which credit shall be proOne Hundred Eighty-rated annually against Base Rent due for the entire year. The following terms Three and conditions shall govern the letter of credit: No/100ths Dollars (i$183,000.00) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity dateLetter of Credit Amount shall be increased by an amount equal to the Amortized TI Costs) (the “Letter of Credit Amount”), if anynaming Landlord as beneficiary, set forth in any letter of credit issued by a financial institution acceptable to Landlord in Landlord’s sole discretion, permitting multiple and partial draws thereon, and otherwise in form acceptable to Landlord in Its sole discretion. Tenant shall notcause the Letter of Credit to be continuously maintained in effect (whether through replacement, renewal or extension) in any event, diminish the obligation Letter of Tenant Credit Amount (as the same may be reduced pursuant to maintain such an irrevocable letter of credit in favor of Landlord Section 5.06 and/or 5.07 below) through the date set forth in subsection 21.2 (iithe “Final LC Expiration Date”) belowthat is 120 days after the scheduled expiration date of the Term or any renewal Term of this Lease. The If the Letter of Credit held by Landlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does notbank), Tenant shall replace the letter deliver a new Letter of Credit or credit within twenty (20) days after Landlord's request with a letter certificate of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit renewal or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice extension to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof)date of the Letter of Credit then held by Landlord. Any renewal or replacement Letter of Credit shall comply with all of the provisions of this Section 5, irrevocable shall be irrevocable, transferable and shall remain in effect (or be automatically renewable as above provided to renewable) through the date which is forty-five days after the Final LC Expiration Date upon the same terms as the expiring letter Letter of credit Credit or upon such other terms as may be acceptable to Landlord. HoweverLandlord in its sole discretion. 5.02 Landlord shall have the immediate right to draw upon the Letter of Credit, if in whole or in part, at any time and from time to time: (i) If a Default occurs and is not cured within the applicable cure period provided for such Default in this Lease and/or to compensate Landlord for any and all damages it suffers upon termination of this Lease; (ii) If the Letter of Credit held by Landlord expires (or is set to expire) earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank), and Tenant fails to deliver to Landlord, at least thirty (30) days prior to the expiration date of the Letter of Credit then held by Landlord, a renewal or substitute Letter of Credit that is in effect and that complies with the provisions of this Section 5; or (iii) Tenant either files a voluntary petition, or an involuntary petition is filed against Tenant by an entity other than Landlord or an affiliate thereof, under any chapter of the Federal Bankruptcy Code, Tenant executes an assignment for the benefit of creditors or Tenant is placed in receivership or otherwise becomes insolvent. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the Letter of Credit upon the occurrence of any event of default by Tenant under this Lease or upon the occurrence of any of the other events described above in this Section 5.02. 5.03 The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (i) against any Rent payable by Tenant under this Lease that is not paid when due; (ii) against all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it may suffer as a result of any Default by Tenant under this Lease, including any damages arising under section 1951.2 of the California Civil Code following termination of this Lease; (iii) against any costs incurred by Landlord in connection with this Lease (including attorneys’ fees); and (iv) against any other amount that Landlord may spend or become obligated to spend by reason of Tenant’s Default. Provided Tenant has performed all of its obligations under this Lease, Landlord agrees to pay to Tenant within thirty (30) days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal. 5.04 If, as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within five (5) days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit is not timely renewedin the total Letter of Credit Amount), and any such additional (or (iireplacement) a substitute letter of credit, complying credit shall comply with all of the terms and conditions provisions of this Article 21 is not timely receivedSection 5, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the beneficiary may present same shall, at Landlord’s election, constitute an uncurable event of default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such letter assignment, encumbrance, attempted assignment or attempted encumbrance. 5.05 Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer all or any portion of credit its interest in and to the issuing bankLetter of Credit to another party, person or entity, including Landlord’s mortgagee and/or to have the Letter of Credit reissued in the name of Landlord’s mortgagee. If Landlord transfers its interest in the Building and transfers the entire sum so obtained Letter of Credit (or any proceeds thereof then held by Landlord) in whole or in part to the transferee, Landlord shall, without any further agreement between the parties hereto, thereupon be released by Tenant from all liability therefor. The provisions hereof shall apply to every transfer or assignment of all or any part of the Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the issuer of the Letter of Credit such applications, documents and instruments as may be necessary to effectuate such transfer. Tenant shall be paid responsible for paying the issuer’s transfer and processing fees in connection with any transfer of the Letter of Credit and, if Landlord advances any such fees (without having any obligation to do so), Tenant shall reimburse Landlord for any such transfer or processing fees within ten days after Landlord’s written request therefor. 5.06 Subject to the beneficiaryprovisions of this Section 5 and provided that Tenant has not been in Default or breach of any provision of this Lease beyond any applicable cure periods at any time prior to a Reduction Event (defined below), to be held until then Tenant would otherwise shall be entitled to reduce the return Letter of Credit Amount to an amount equal to the last month’s Base Rent. For purposes of this Section 5, a "Reduction Event” shall mean any one of the letter following which occurs after the first anniversary of creditthe Commencement Date (each of which shall be verified by Landlord’s review and approval of financial statements and other reasonably requested documentation): (1) Tenant is acquired by a publicly traded company with a market capitalization greater than $150,000,000.00; (2) Tenant is acquired by a privately held company that has at least four (4) consecutive quarters of profitability as of the date of the acquisition and a current ratio greater than 1.00 (i.e., subject current assets divided by current liabilities in accordance with GAAP); or (3) Tenant has at least four (4) consecutive quarters of profitability and a current ratio greater than 1.00 (i.e., current assets divided by current liabilities in accordance with GAAP). 5.07 Subject to Landlord's right the provisions of this Section 5 and provided that prior to an applicable Reduction Date (defined below) (a) Tenant has not been in Default or breach of any provision of this Lease beyond any applicable cure periods at any time and (b) no Reduction Event has occurred, then Tenant shall be entitled to reduce the Letter of Credit Amount effective as of the last day of the twelfth (12th), twenty-fourth (24th), and thirty-sixth (36th) months of the Term (individually, a “Reduction Date” and collectively, the “Reduction Dates”) as follows: On each Reduction Date, Tenant shall be entitled to reduce the Letter of Credit Amount by an amount equal to Twenty-Five Percent (25%) of the original Letter of Credit Amount. For example, if Tenant has not been in Default or breach of any provision of this Lease beyond any applicable cure periods at any time prior to the Reduction Date occurring on the last day of the twelfth (12th) month of the Term, Tenant elected not to apply the cost of the Landlord Work to the Amortized TI Costs and Tenant duly and timely pays the Monthly Basic Rent and Additional Rent that is due and payable on the first day of the twelfth (12th) month, Tenant would be entitled to reduce the Letter of Credit Amount by Forty-Five Thousand Seven Hundred Fifty and No/100ths Dollars ($45,750.00) to One Hundred Thirty-Seven Thousand Two Hundred Fifty and No/100th Dollars ($137,250.00) effective as of the last day of the twelfth (12th) month of the Term. If Tenant is eligible for a Letter of Credit reduction on a Reduction Date, Landlord shall execute any documents reasonably requested by Tenant and the issuing bank to effectuate the applicable release of the Letter of Credit, within fifteen (15) days after Tenant submits such sums as permitted documents to Landlord for execution provided Tenant is not in default under this Lease. 5.08 Landlord and Tenant (1) acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or any proceeds thereof be deemed to be or treated as a “security deposit” under any Law applicable to security deposits in the commercial context including Section 1950.7 of the California Civil Code, as such section now exists or as may be hereafter amended or succeeded (“Security Deposit Laws”), (2) acknowledge and agree that the Letter of Credit (including any renewal thereof or substitute therefor or any proceeds thereof) is not intended to serve as a security deposit, and the Security Deposit Laws shall have no applicability or relevancy thereto, and (3) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code and all other Laws, now or hereafter in effect, which (i) establish the time frame by which Landlord must refund a security deposit under a lease, and/or (ii) provide that Landlord may claim from the security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums specified in this Section 5 and/or those sums reasonably necessary to compensate Landlord for any loss or damage caused by Tenant’s breach of this Lease or the acts or omissions of Tenant or any of Tenant’s Parties, including any damages Landlord suffers following termination of this Lease.

Letter of Credit. The Security Deposit Concurrent with Tenant’s execution and delivery of this Lease to Landlord, Tenant shall deliver to Landlord, as collateral for the full performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may be in the form suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease, an irrevocable standby and unconditional letter of credit in favor (the “Letter of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event Credit”), subject to and meeting the criteria of default has occurred under the Lease, Landlordprovisions of this Section 28.02, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount set forth in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire yearBasic Lease Information. The following terms and conditions shall govern apply to the letter Letter of creditCredit: (ia) The letter Letter of credit Credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial nationally recognized bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease Article and shall otherwise be in the form reasonably acceptable to Landlord. attached hereto as Exhibit F. The initial letter Letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit Credit or any replacement letter Letter of credit Credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five two (452) days after months subsequent to the then current Termination Date (the "LC Expiration Date of this Lease Date") without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter Letter of credit Credit by giving written notice to Landlord not less than sixty (60) 45 days prior to the expiration of the then current term of the letter Letter of credit Credit that it does not intend to renew the letter Letter of creditCredit. Tenant understands that the election by the issuing bank not to renew the letter Letter of credit Credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter Letter of credit Credit in favor of Landlord through such datethe LC Expiration Date. (iiib) Landlord, or its then managing agent, upon Tenant’s failure to comply with one or more provisions of this Lease and after the beneficiary expiration of the letter of creditany applicable notice and cure period, or as otherwise specifically agreed by Landlord and Tenant pursuant to this Lease or any amendment hereof, without prejudice to any other remedy provided in this Lease or by Law, shall have the right from time to time to make one or more draws on the letter Letter of credit at any time that Landlord has determined that an event Credit and use all or part of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection proceeds in accordance with subparagraph (vic) below. In addition, if Tenant fails to furnish a renewal or replacement Letter of Credit complying with all of the provisions of this Section at least 60 days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord may draw upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) in accordance with the terms of this Section. Funds may be drawn down on the letter Letter of credit Credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned [Beneficiary] is entitled to draw on this letter the use of credit Applicant's Letter of Credit pursuant to that certain Lease dated January ___, 2003 between ___________ between _________, Landlord, and EXACT Sciences Corporation, ___________ __________ ______,Tenant, as amended from time and/or any amendment to time"the lease or any other agreement between such parties related to the lease." It is understood that if Landlord or its managing agent be a corporation, partnership or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity). (ivc) Tenant acknowledges and agrees (and the letter Letter of credit Credit shall so state) that the letter Letter of credit Credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. The proceeds of the Letter of Credit shall constitute Landlord's sole and separate property (and not Tenant's property or the property of Tenant's bankruptcy estate) and Landlord may immediately upon any draw (and without additional notice to Tenant other than the notice required under Article 17) apply or offset the proceeds of the Letter of Credit: (i) against any rent or other amounts payable by Tenant under this Lease that is not paid after the expirati on of any applicable notice and cure period; (ii) against all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease after the expiration of any applicable notice and cure period; and (iii) against any costs incurred by Landlord by reason of such Default (including attorneys' fees). Provided Tenant is not in Default under this Lease, Landlord agrees to pay to Tenant within 60 days after the LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant or any guarantor, or an involuntary petition is filed against Tenant or any guarantor of this lease by any of Tenant's or guarantor's creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal. (vd) If, as a result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall have be less than the right amount set forth in this Section, Tenant shall, within 5 business days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to transfer the deficiency (or a replacement letter of credit in the total amount required pursuant to this Section), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Section, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the same shall constitute Default by Tenant, without any additional notice or cure period required to be given by Landlord.&#1 60; Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. (e) Landlord may, at any time and without notice to Tenant and without first obtaining Tenant's consent thereto, transfer all of its interest in and to the Letter of Credit to another party, person or entity, including Landlord's mortgagee, without cost succeeding to landlord or its mortgagee. In Landlord’s interest in the event Building and/or to have the Letter of a transfer Credit reissued in the name of Landlord's mortgagee. If Landlord transfers its interest in the Premises, Landlord shall have Building and transfers the right to transfer the letter Letter of credit Credit (or any proceeds thereof then held by Landlord) in whole or in part to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the partiesparties hereto, thereupon be released by Tenant from all liability therefor, therefor provided such transferee has assumed in writing Landlord’s obligations under t his Lease and it is agreed that provided the Letter of Credit was actually received by such transferee. The provisions hereof shall apply to every transfer or assignment of said letter all or any part of credit the Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant's sole cost and expense, execute and submit to the issuer of the Letter of Credit such applications, documents and instruments as may be necessary to effectuate such transfer. Tenant shall be responsible for paying the issuer's transfer and processing fees in connection with any transfer of the Letter of Credit and, if Landlord advances any such fees (without having any obligation to do so), Tenant shall reimburse Landlord for any such transfer or processing fees within 10 days after Landlord's written request therefor. (vif) Without limiting If the generality Letter of the foregoing, if the letter of credit Credit expires earlier than forty-five days after the LC Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter Letter of creditCredit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter Letter of credit Credit to be in effect not later than thirty (30) 60 days prior to the expiration thereof), irrevocable and automatically renewable as above provided to through the date which is forty-five days after the LC Expiration Date upon the same terms as the expiring letter Letter of credit Credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter Letter of credit Credit is not timely renewed, or (ii) a substitute letter Letter of creditCredit, complying with all of the terms and conditions of this Article 21 paragraph is not timely received, the beneficiary Landlord may present such letter Letter of credit Credit to the issuing issui ng bank, and the entire sum so obtained shall be paid to the beneficiaryLandlord, to be held until Tenant would otherwise by Landlord in accordance with Article 5 of this Lease. Notwithstanding the foregoing, Landlord shall be entitled to receive from Tenant all attorneys' fees and costs incurred in connection with the return review of any proposed substitute Letter of Credit pursuant to this Section. (g) Notwithstanding anything to the contrary set forth in Section 5 of the letter Lease, Tenant hereby waives all provisions of creditLaw, subject now or hereafter in effect, which (i) establish the time frame by which Landlord must refund a security deposit under a lease, and/or (ii) provide that Landlord may claim from the security deposit only those sums reasonably necessary to Landlordremedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums specified above in this Section and/or those sums reasonably necessary to compensate Landlord for any loss or damage caused by Tenant's right to apply such sums as permitted under breach of this Lease or the acts or omission of Tenant or any other Tenant Entities, including any damages Landlord s uffers following termination of this Lease. (h) Provided Tenant (i) is not in Default under the Lease beyond the expiration of any applicable notice and cure period on any Reduction Date set forth in the table below (hereinafter, each a “Reduction Date”), or (ii) has not been in monetary Default pursuant to Section 17.01 of the Lease beyond the expiration of any applicable notice and cure period more than twice in any twelve (12) month period (each of (i) and (ii) a “Reduction Right Suspension Event”), Landlord shall permit the Letter of Credit to be amended (at Tenant's sole cost and expense) to reduce the face amount of the Letter of Credit according to the following schedule: 1st day of the 13th month of the Term of the Lease $ 60,161.40 $ 240,645.60 1st day of the 25th month of the Term of the Lease $ 60,161.40 $ 180,484.20 1st day of the 37th month of the Term of the Lease $ 60,161.40 $ 120,322.80 1st day of the 48th month of the Term of this Lease $ 60,161.40 $ 60,161.40 1st day of the 60th month of the Term of this Lease $ 31,101.40 $ 29,060.00 In no event shall a reduction to the amount of the Letter of Credit be deemed to have occurred absent a written amendment to the Letter of Credit by the issuing bank. It shall be Tenant's sole obligation to obtain such written amendment from the issuing bank at Tenant’s sole cost and expense. The remaining Twenty-Nine Thousand Sixty and 00/100 Dollars ($29,060.00) (or such greater amount if Tenant has missed a Reduction Date or a Reduction Right Termination Event has occurred prior to the last Reduction Date) shall be held as the Security Deposit during the Term of the Lease, including any renewals or extensions thereof. Upon the occurrence of a Reduction Right Suspension Event, then Tenant shall not be entitled to a reduction of the Letter of Credit on such Reduction Date; provided however that the reduction schedule shall recommence and Tenant shall again be entitled to scheduled reductions in the Reduction Amount for the applicable Reduction Dates unless a Reduction Right Suspension Event occurs on a subsequent Reduction Date (and therefore misses that particular Reduction Date).

Letter of Credit. Within thirty (30) days of the execution and delivery of this Lease, Tenant shall deliver to Landlord as security for the performance of the obligations of Tenant hereunder a cash deposit or a letter of credit initially in the amount specified in Exhibit A and in accordance with this Section (as renewed, replaced, increased and/or reduced pursuant to this Section, the “Letter of Credit’’). The Security Deposit may Letter of Credit shall be in the form attached as Exhibit G to this Lease or such other form as Landlord may reasonably approve. If there is more than one Letter of an irrevocable standby letter Credit so delivered by Tenant, such Letters of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws Credit shall be insufficient collectively hereinafter referred to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to as the letter “Letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire yearCredit”. The following terms and conditions shall govern the letter Letter of credit: Credit (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that require only the presentation to the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with of a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary certificate of the letter of credit to draw thereon), shall comply with all holder of the terms and conditions Letter of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. Credit stating either (iia) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on that a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease after the expiration of any applicable notice and cure period (or stating that transmittal of a default notice is barred by applicable bankruptcy or other law if such is the case) or (b) stating that Tenant has not delivered to Landlord a new Letter of Credit having a commencement date immediately following the expiration of the existing Letter of Credit in accordance with the requirements of the Lease, (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank any lender holding a collateral assignment of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___’s interest in the Lease, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord issuer shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than at least thirty (30) days prior to the scheduled expiration thereof)date, irrevocable give Landlord written notice of such nonrenewal, and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may (v) shall otherwise be in form and substance reasonably acceptable to Landlord. HoweverNotwithstanding the foregoing, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all term of the terms and conditions Letter of this Article 21 is not timely receivedCredit for the final year of the Term (or any Extension Term, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained as applicable) shall be paid to for a term ending not earlier then the beneficiarydate sixty (60) days after the last day of the Term (or any Extension Term, to as applicable). If Tenant shall be held until Tenant would otherwise in default under the Lease, after the expiration of any applicable notice or cure period (or if transmittal of a default or other notice is stayed or barred by applicable bankruptcy or other law), Landlord shall be entitled to draw upon the return Letter of Credit to the extent reasonably necessary to cure such default. If, not less than thirty (30) days before the scheduled expiration of the letter Letter of creditCredit, subject Tenant has not delivered to Landlord's Landlord a new Letter of Credit having a commencement date immediately following the expiration of the existing Letter of Credit in accordance with this Section, Landlord shall also have the right to draw upon the full amount of the Letter of Credit without giving any further notice to Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s default under the Lease. Any funds drawn by Landlord on the Letter of Credit and not applied against amounts due hereunder shall be held by Landlord as a cash security deposit, provided that Landlord shall have no fiduciary duty with regard to such sums as permitted under amounts, shall have the right to commingle such amounts with other funds of Landlord, and shall pay no interest on such amounts. After any application of the Letter of Credit by Landlord in accordance with this Leaseparagraph, Tenant shall reinstate the Letter of Credit to the amount then required to be maintained hereunder, within thirty (30) days of demand. Within sixty (60) days after the expiration or earlier termination of the Term the Letter of Credit and any cash security deposit then being held by Landlord, to the extent not applied, shall be returned to the Tenant provided that no Event of Default is then continuing.

Letter of Credit. The Security Deposit may On or prior to November, 1, 1999, Tenant shall ---------------- deliver to Landlord the Letter of Credit described below as security for Tenant's performance of all of Tenant's covenants and obligations under this Lease; provided, however, that neither the Letter of Credit nor any proceeds therefrom (the "Letter of Credit Proceeds") shall be in the form deemed an advance rent deposit or an advance payment of an irrevocable standby letter any other kind, or a measure or limitation of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event damages or constitute a bar or defense to any of default has occurred the Landlords other remedies under the Lease, Landlord, this Lease or at law upon Tenant's default. The Letter of Credit shall be maintained in addition to all other rights and remedies provided under the Lease, shall have the right to draw effect from the letter date of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the this Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five through sixty (4560) days after the expiration or earlier termination of the Term and Tenant's vacation of this Lease. the Premises, and on or prior to the expiration of such sixty (60) day period, Landlord shall reimburse return to Tenant the Letter of Credit (unless presented for payment as provided herein) and any Letter of Credit Proceeds then held by Landlord (other than those held for application by Landlord as provided below, including application to cure any failure by Tenant to restore the annual cost of such letter of credit, Premises as required by means of a rent credit, up to, but not to exceed a credit equal to 1% of this Lease upon the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlordsurrender thereof), ; provided, however, that in no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its obligations hereunder. Landlord shall not be required to segregate the final maturity dateLetter of Credit Proceeds from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. Upon the occurrence and continuance of an Event of Default, if anyLandlord may (but shall not be required to) draw upon the Letter of Credit in such amount as will enable Landlord to cure the Event of Default or to compensate Landlord for any damage Landlord incurs as a result of the Event of Default, set forth in it being understood that any letter use of credit acceptable the Letter of Credit Proceeds shall not constitute a bar or defense to any of Landlord's other remedies under this Lease. In such event and upon written notice from Landlord to Tenant specifying the amount of the Letter of Credit Proceeds so utilized by Landlord and the particular purpose for which such amount was applied, Tenant shall, within ten (10) Business Days after Landlord's notice, deliver to Landlord an amendment to the Letter of Credit or a replacement thereof in an amount equal to one hundred percent (100%) of the amount specified below. Tenant's failure to deliver such amendment or replacement to Landlord within such ten (10) Business Day period shall notconstitute an Event of Default hereunder. No lessor under any ground or underlying lease or holder of or beneficiary under a mortgage or deed of trust, in nor any eventpurchaser at any judicial or private foreclosure sale of the Property or any portion thereof, diminish shall be responsible to Tenant for such Letter of Credit or any Letter of Credit Proceeds unless such lessor, holder or purchaser shall have actually received the obligation same. As used herein, Letter of Tenant to maintain such Credit shall mean an unconditional, irrevocable letter of credit (hereinafter referred to as the "Letter of Credit") issued at Tenant's sole expense by a Northern California office of Bank of America NT&SA or another bank reasonably satisfactory to Landlord (the "Bank"), naming Landlord as beneficiary, and in favor form and substance reasonably satisfactory to Landlord, in the amount of One Hundred Eighty-One Thousand Three Hundred Ninety- Three Dollars ($181,393.00). The Letter of Credit shall be for a one-year or, at Tenant's election, longer, term and shall provide: (i) that Landlord through may make partial and multiple draws thereunder, up to the date set forth in subsection 21.2 face amount thereof, (ii) below. The issuing bank shall have a Standard & Poors rating that Landlord may draw upon the Letter of "A" or better (and Tenant shall provide evidence annually that Credit up to the issuer continues to meet this standardfull amount thereof, as determined by Landlord, and if it does not, Tenant shall replace the letter or credit within twenty Bank will pay to Landlord the amount of such draw upon receipt by the Bank of a sight draft signed by Landlord and accompanied by a written certification from Landlord to the Bank stating either: (20a) days after Landlord's request with a letter that an Event of credit meeting all the requirements of Default has occurred and is continuing under this Section 21.2Lease, and Tenant's failure to do so shall be deemed to be the amount drawn by Landlord under the Letter of Credit is an event of default entitling the beneficiary of the letter of credit amount Landlord is entitled to draw thereon), shall comply with all of pursuant to the terms and conditions provisions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have or (b) that an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election uncured failure by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make perform one or more draws on the letter of credit at any time that Landlord has determined that an event of default its obligations has occurred under this Lease and there exist circumstances under which Landlord is enjoined or otherwise prevented by operation of law from giving to Tenant a written notice which would be necessary for such failure of performance to constitute an Event of Default under this Lease, or (c) that Landlord is entitled to draw on has not received notice from the letter Bank that the Letter of credit pursuant to subsection Credit will be renewed by the Bank for at least one (vi1) below. Funds may be drawn down on year beyond the letter then relevant expiration date and Tenant has not furnished Landlord with a replacement Letter of credit upon presentation to Credit as hereinafter provided, or (d) that Bank no longer meets the issuing bank requirements set forth above and Tenant has not furnished Landlord with a replacement Letter of Credit as required hereunder from a Bank meeting such requirements; and (iii) that, in the event of Landlord's (assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord's then managing agent's) certificate stating as follows: ", without charge and without recourse, to the assignee or transferee of such interest and the Bank shall confirm the same to Landlord and such assignee or transferee. The undersigned is entitled to Letter of Credit shall further provide that a draw on this letter of credit thereon pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" clause (ivii)(c) Tenant acknowledges and agrees above may only be made during the thirty (and 30) day period preceding the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth then applicable expiration date of the statements set forth in such draw request and regardless Letter of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgageeCredit. In the event that the Bank shall fail to notify Landlord that the Letter of a transfer of Landlord's interest in Credit will be renewed for at least one (1) year beyond the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transfereethen applicable expiration date, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credithave delivered to Landlord, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than at least thirty (30) days prior to the relevant annual expiration thereof)date, irrevocable a replacement Letter of Credit in the amount required hereunder and automatically renewable as above provided to otherwise meeting the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. Howeverrequirements set forth above, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained then Landlord shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to draw on the return Letter of Credit as provided above, and shall hold and apply the letter proceeds of credit, subject such draw as Letter of Credit Proceeds pursuant to this Section 6.01. In the event that Tenant shall not timely deliver the Letter of Credit to Landlord's right , in lieu thereof Tenant shall deliver One Hundred Eighty-One Thousand Three Hundred Ninety-Three Dollars ($181,393.00) in cash to apply such sums Landlord no later than December 1, 1999, failing which an Event of Default shall be deemed to have occurred hereunder. Such cash amount shall be held as permitted under Letter of Credit Proceeds pursuant to this LeaseParagraph 6.

Letter of Credit. The Security Deposit may be in the form of an irrevocable standby letter of credit in favor of Landlord undersigned hereby represents and warrants to you that as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with hereof all of the terms representations and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration warranties of the then current term undersigned contained in the Revolving Credit Agreement are true and correct in all material respects as if made on and as of the letter date hereof and no Default or Event of credit Default under the Revolving Credit Agreement has occurred and is continuing and that it does not intend to renew no such Default or Event of Default will result from the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary issuance of the letter Letter of creditCredit request hereby. Very truly yours, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) belowCPI CORP. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between By____________________________ Title:________________________ EXHIBIT C APPLICATION AND AGREEMENT FOR IRREVOCABLE STANDBY LETTER OF CREDIT (This Exhibit contains Mercantile's standard form of application and agreement for irrevocable standby letter of credit.) EXHIBIT D APPLICATION AND AGREEMENT FOR IRREVOCABLE COMMERCIAL LETTER OF CREDIT (This Exhibit contains Mercantile's standard form of application and agreement for irrevocable commercial letter of credit.) EXHIBIT E LETTER OF CREDIT PARTICIPATION CERTIFICATE This Letter of Credit Participation Certificate is issued pursuant to Section 3.03 of that certain Revolving Credit Agreement dated June 16, Landlord1997, by and EXACT Sciences Corporationamong CPI Corp., Tenantthe banks listed on the signature pages thereof and Mercantile Bank National Association, as amended agent for the Banks, as the same may from time to timetime be amended, modified, extended or renewed (the " (iv) Tenant acknowledges Revolving Credit Agreement"). All capitalized terms used and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord not otherwise defined herein shall have the right respective meanings ascribed to transfer them in the letter Revolving Credit Agreement. Subject to the terms, provisions and conditions contained in the Revolving Credit Agreement, Mercantile hereby issues to _______________________________ a __________________ Percent (____________%) undivided participation interest in all Letters of credit Credit issued by Mercantile from time to Landlord's mortgageetime under the Revolving Credit Agreement (including, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's limitation, an undivided participation interest in the Premisesreimbursement risk relating to such Letters of Credit, Landlord in all payments and Letter of Credit Loans made by Mercantile in connection with such Letters of Credit and in all collateral securing such Letters of Credit and such Letter of Credit Loans). This Certificate may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were on the same instrument. Executed this 16th day of June, 1997. MERCANTILE BANK NATIONAL ASSOCIATION By:________________________________ Title:_____________________________ The foregoing Letter of Credit Participation Certificate is hereby accepted this 16th day of June, 1997. ___________________________________ By:________________________________ Title:_____________________________ EXHIBIT F FORM OF LEGAL OPINION OF WHITE & CASE (This Exhibit contains opinions received from White & Case, special counsel for the Company.) EXHIBIT F-1 FORM OF LEGAL OPINION OF GENERAL COUNSEL OF BORROWER (This Exhibit contains opinions received from Jane E. Nelson, Esq., General Counsel of the Compxxx.) 101 EXHIBIT G _________________, 19_____ Mercantile Bank National Association 721 Locust Street St. Louis, Missouri 63101 Harxxx Xxxxx xxx Xxxxxxx Xxxx 000 Xxxx Xxxxxx Xtrxxx Xxicago, Illinois 60690 Txx Xxxxxxxx Xxxx, Xxxxxxx 000 Xxxxx Xxxxxxxx Xuite 1625 St. Louis, Missouri 00000 Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx, xx Xxxxt 721 Locust Street St. Louis, Missouri 63101 Genxxxxxx: Xxxxxxxxx xx xxxxxx xxxx to that certain Revolving Credit Agreement dated June 16, 1997, by and among the undersigned, the banks listed on the signature pages thereof and Mercantile Bank National Association, as agent for the Banks (as the same may from time to time be amended, modified, extended or renewed, the "Revolving Credit Agreement"). All capitalized terms used and not otherwise defined herein shall have the right respective meanings ascribed to transfer them in the letter of credit Revolving Credit Agreement. The undersigned hereby certifies to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed you that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality as of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.hereof:

Letter of Credit. Landlord and Tenant agree that, subject to any provisions herein related to increases, the amount of the initial security deposit to be held as security for the performance by Tenant of Tenant's covenants and obligations under the Lease is THREE MILLION ONE HUNDRED NINE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($3,109,500.00). The obligation to post such Security Deposit may shall be in satisfied by Tenant's delivering to Landlord, contemporaneously with the form execution of this Lease, an irrevocable and unconditional standby letter of credit (the "Original Letter of Credit"), in favor the amount of the initial Security Deposit, issued for the benefit of Landlord (such Original Letter of Credit and any substituted or replacement letter of credit issued in accordance with this Lease are hereinafter collectively referred to as beneficiary. Upon Landlord's sole but reasonable determination that an event the "Letter of default has occurred under Credit"; the LeaseLetter of Credit, Landlord, in addition the proceeds thereof and any other monies paid hereunder are hereinafter collectively referred to all other rights and remedies provided under as the Lease"Security Deposit"), shall have the right to draw an initial expiration date not earlier than 365 days from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgageeissuance, shall be issued by a First Union Bank or another national or commercial bank reasonably acceptable to as may be approved by Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which writing, shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to assignable by Landlord shall not, in any event, diminish the obligation of Tenant to maintain such concurrently with an irrevocable letter of credit in favor of assignment by Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank assumption of Landlord's (obligations hereunder by the assignee. The approved form of Letter of Credit is attached to this Lease as EXHIBIT "F-1". If no uncured Default then exists under this Lease or Landlord's Landlord has not drawn on the Letter of Credit, then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter the amount of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter Letter of credit shall so state) that the letter of credit Credit shall be honored by reduced (the issuing bank without inquiry "Reduced Security Deposit") annually commencing at the end of the fifth year of the Lease Term, in five equal installments until it reaches the equivalent of two month's rent at which time it will remain until the end of the Term as shown in EXHIBIT "F". Subject to the truth of the statements set forth in such draw request immediately following paragraph and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later less than thirty (30) days prior to the expiration thereof)of the Original Letter of Credit and each year thereafter, irrevocable and automatically renewable as above provided Tenant shall deliver to the date which is forty-five days after the Expiration Date upon the same terms as the expiring Landlord a substituted or replacement letter of credit issued for the benefit of Landlord in an amount equal to the Reduced Security Deposit and with an expiration date not earlier than 365 days from issuance, and in the same form and content as the Original Letter of Credit. Landlord may draw on the Letter of Credit in the event that, among other things, Tenant fails to deliver to Landlord such substituted or upon such other terms as may be acceptable replacement Letter of Credit in the time and manner required by this Section. Upon delivery of a replacement Letter of Credit, Landlord shall return the existing Letter of Credit to LandlordTenant. HoweverFrom and after execution of this Lease, if Tenant (i) fails at any time to pay any amount due when due (after notice from Landlord and the letter expiration of credit is not timely renewedany applicable grace, notice or cure periods), or (ii) breaches any material covenant or obligation of this Lease and such breach continues following notice from Landlord and the expiration of any applicable cure period, then Landlord may, but shall be under no obligation to, from time to time and without prejudice to any other right or remedies, draw upon such Letter of Credit (in its entirety or in partial drawings from time to time), in which case Landlord shall use the resulting monies to the extent necessary to pay any such amount due, to cure any such breach or to compensate Landlord for its damages incurred by reason of such breach and for no other purpose. In the event that Landlord applies the Security Deposit or a substitute letter portion thereof as provided in this Section, Tenant shall immediately upon notice from Landlord of creditsuch application restore the Letter of Credit to its original amount, complying it being the intent of the parties that the Security Deposit to be held by Landlord always be the amount stated herein. It is expressly understood and agreed, however, that the Security Deposit shall not be considered an advance payment of rent or a measure of Landlord's damages in the event of a default by Tenant. Upon Tenant's vacation of the Leased Premises upon the expiration or other termination of the Lease, and provided that Tenant is not then in default under the Lease, the Security Deposit shall be returned by Landlord to Tenant without interest. On June 1, 2000 and every June 1 thereafter during the term of this Lease, Tenant shall deliver to Landlord, Tenant's most recent annual, audited financial statements and any other financial materials and information reasonably requested by Landlord; provided, however, that if Tenant's financial information is available from the Securities and Exchange Commission or otherwise publicly available, then Landlord shall obtain all such Landlord-required financial information with respect to Tenant in satisfaction of this paragraph from such other sources. Landlord will waive the requirement for the Letter of Credit if (a) Tenant's tangible net worth (defined as shareholders' equity as reflected in Tenant's audited annual financial statements or unaudited quarterly financial statements, as the case may be, net of the book value of goodwill and other intangible assets specifically identified as such in those same financial statements), at any time during the Term, equals or exceeds Thirty-Six Million Dollars ($36,000,000.00) for a period of at least one (1) year, while during that same one (1) year period Tenant has a market value of its common equity of at least $500,000,000.00 (market value of common equity being determined by multiplying Tenant's public stock price by its fully diluted shares outstanding (computed consistent with the Treasury Stock method)), or (b) the Lease is guaranteed by a company with an investment rating of Moody's Baa or better, using a guaranty agreement substantially sixxxxx xo EXHIBIT I. For the purposes of this last paragraph in Article 4, the Tenant shall be deemed to be all of the terms entities comprising "Tenant" under the Lease in the aggregate. In the event that Landlord waives the requirement for the Letter of Credit pursuant to (a) above and conditions at any time during the Term of this Article 21 is not timely receivedLease Tenant no longer meets the net worth or market capitalization requirement, Tenant shall reinstate the beneficiary may present such letter Letter of credit to Credit in accordance with the issuing bankterms hereof. In the event Landlord at any time during the Term of this Lease waives the requirement for the Letter of Credit, and the entire sum so obtained Tenant shall be paid required to post a Security Deposit in the beneficiary, amount of the last two months Minimum Monthly Rental installment to be held until Tenant would otherwise be entitled to as security for the return performance of Tenant's covenants and obligations under the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.

Letter of Credit. The Security Deposit may be in the form of Upon execution hereof, Sublessee shall deliver to Sublessor an unconditional, irrevocable standby and renewable letter of credit (“Letter of Credit”) in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the LeaseSublessor in a form reasonably acceptable by Sublessor, Landlordissued by a bank approved by Sublessor, in addition the sum of two hundred fifty six thousand eight hundred ninety seven and 80/100 Dollars ($256,897.80), to be held by Sublessor in accordance with the terms, provisions and conditions of this Sublease. Sublessor hereby approves Silicon Valley Bank as an issuing bank for the Letter of Credit. Sublessee shall pay all other rights expenses, points and/or fees incurred by Sublessee in obtaining the Letter of Credit. If Sublessee commits a default with respect to any provision of this Sublease beyond applicable notice and remedies provided under cure periods, Sublessor may (but shall not be required to) draw upon all or any portion of the LeaseLetter of Credit, and the proceeds received from such draw shall have the right to draw from the letter of credit constitute Sublessor’s property and Sublessor shall then use, apply the proceeds, or retain all or any part thereofof the proceeds (1) for the payment of any sum which is in default, (2) to amounts owing under reimburse Sublessor for costs incurred by Sublessor in connection with this Sublease, (3) for the Lease; but Tenant's liability under the Lease shall thereby be discharged but only payment of any other amount which Sublessor may spend or become obligated to the extent that such draws cover the amount in default and Tenant shall remain liable spend by reason of Sublessee’s default, (4) to compensate Sublessor for any amounts that such draws shall loss or damage which Sublessor may suffer by reason of Sublessee’s default or (5) as prepaid rent to be insufficient to payapplied against Sublessee's next Rent obligations as they become due until the remaining proceeds are exhausted. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit Sublessor shall not be utilized required to keep any proceeds from the Letter of Credit separate from its general funds. Should Sublessor transfer its interest in the Subleased Premises during the Sublease Term and if Sublessor deposits with the purchaser thereof the Letter of Credit or any proceeds of the Letter of Credit, thereupon Sublessor shall be discharged from any further liability with respect to the Letter of Credit and said proceeds and Sublessee shall look solely to such transferee for the return of the Letter of Credit or any purposes herein permittedproceeds therefrom. The Letter of Credit or any remaining proceeds of the Letter of Credit held by Sublessor after expiration of the Sublease Term, then such letter of credit after any deductions described above, shall be returned by Landlord to Tenant Sublessee within forty-five sixty (4560) days after following the later of the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% and Sublessee’s surrender of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be Subleased Premises in the form substantially similar to required condition. Sublessor and Sublessee acknowledge and agree that in no event or circumstance shall the form Letter of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord)Credit, provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal therefor or substitute letter of credit to the proceeds thereof be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) deemed to be or treated as a “security deposit” within the letter meaning of credit is not timely renewedCalifornia Civil Code Section 1950.7, (ii) subject to the terms of such Section 1950.7, or (iiiii) intended to serve as a substitute letter “security deposit” within the meaning of credit, complying with all such Section 1950.7. The parties hereto (A) recite that the Letter of the terms and conditions of this Article 21 Credit is not timely receivedintended to serve as a security deposit and such Section 1950.7 and any and all other laws, rules and regulations applicable to security deposits in the beneficiary commercial context (“Security Deposit Laws”) shall have no applicability or relevancy thereto and (B) waive any and all rights, duties and obligations either party may present such letter of credit now or, in the future, will have relating to or arising from the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseSecurity Deposit Laws.

Letter of Credit. The Security Deposit may be Within three (3) business days following full execution of this Lease Agreement, Tenant at its sole cost and expense shall deliver to Landlord, from a commercially recognized financial institution in the form of Twin Cities metropolitan area, an irrevocable irrevocable, unconditional standby letter of credit in favor the amount of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord$250,000.00, in addition substantially the form as set forth in Exhibit C attached hereto and incorporated herein by reference, with any revisions thereof to all other rights and remedies provided under the Leasebe approved, shall have the right to draw from the letter of credit and apply the proceedsin advance, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that by Landlord (such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter , together with any other renewal or replacement letters of credit shall not delivered or to be utilized for any purposes herein permitted, then such letter of credit delivered by Tenant hereunder shall be returned referred to herein collectively as the “Letter of Credit”); it being acknowledged and agreed by Landlord the parties, however, that pursuant to the provisions of Article 37 below of this Lease Agreement, the amount of the Letter of Credit may be subject to reduction. Subject to the provisions hereinafter provided with respect to a reduction in the principal amount of the Letter of Credit if Tenant within forty-five is not in default under this Lease Agreement, the Letter of Credit shall be maintained until ninety (4590) days after following the expiration of the Term of this LeaseLease Agreement. Landlord shall reimburse Tenant for may periodically renew the annual cost Letter of such letter Credit to assure that it is maintained throughout the entirety of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), said period; provided, howeverany such periodic Letter of Credit must be extended, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request renewed and/or replaced with a letter new Letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit Credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than least thirty (30) days prior to the expiration thereofmaturity date of the preceding periodic Letter of Credit. So long as Tenant is not in default under this Lease Agreement (and no event or condition exists which, but for the passage of time or the giving of notice, would constitute a default), irrevocable and automatically renewable the Letter of Credit may be reduced and/or replaced by a substitute Letter of Credit in the following lower amount at the following time: Following the thirty-sixth (36th) full calendar month of the Term of this Lease Agreement, the Letter of Credit may be reduced by forty percent (40%) of its original principal amount. Landlord may draw on the Letter of Credit as above provided follows: A. Notwithstanding any provision to the date which is forty-five days after contrary contained within this Lease Agreement, in the Expiration Date event of a default by Tenant beyond the passage of any applicable period of cure, grace or notice, in the payment of rent (whether denominated Minimum, Additional or otherwise) or any other default by Tenant beyond the passage of any applicable period of cure, grace or notice, under the terms of this Lease Agreement, then in such case Landlord may, at its option, draw upon the same terms as Letter of Credit for the expiring amount necessary to cure such default and apply the proceeds to such cure. Tenant shall, within thirty (30) days following the date of such draw on the Letter of Credit by Landlord, deliver to Landlord a replacement Letter of Credit for the full amount of the Letter of Credit Landlord was holding prior to such draw. If Tenant shall fail to deliver such replacement Letter of Credit to Landlord within said thirty (30) day period, then in such case and notwithstanding anything in Article 20 of this Lease Agreement to the contrary, an incurable default by Tenant shall have occurred under this Lease Agreement and Landlord may, at its option, draw upon the Letter of Credit for the full remaining amount of the Letter of Credit. B. Anything herein to the contrary also notwithstanding, in the event Tenant’s right to possession of the Premises under this Lease Agreement is terminated by Landlord in compliance with applicable law, then in such case, Landlord may, at its option, draw upon the Letter of Credit for the full amount of the Letter of Credit. C. In the event of the failure by Tenant to extend, renew and/or replace a maturing periodic Letter of Credit with a substitute Letter of Credit at least thirty (30) days prior to the stated expiration date of said Letter of Credit, then in such case and notwithstanding anything in Article 20 of this Lease Agreement to the contrary, a default by Tenant shall have occurred under this Lease Agreement which may only be cured by delivering a replacement letter of credit or as provided below and Landlord may, at its option, draw upon such other terms as may be acceptable to Landlord. Howeverthe Letter of Credit for the full amount of the Letter of Credit; provided, however, if within thirty (i30) days following the letter date Landlord draws on the Letter of credit is not timely renewedCredit, or (ii) Tenant shall deliver to Landlord a substitute letter replacement Letter of credit, complying with all Credit for the full amount of the terms Letter of Credit drawn upon by Landlord and conditions of Tenant shall cure any other defaults by Tenant then existing under this Article 21 is not timely receivedLease Agreement, Landlord shall return to Tenant the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return proceeds of the letter Letter of credit, subject to Credit drawn upon by Landlord's right to apply such sums as permitted under this Lease.

Letter of Credit. The Security Deposit may be in the form of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only Subject to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term terms of this Lease. Landlord shall reimburse Tenant for Agreement, Lender has issued the annual cost Letter of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of Credit upon the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of creditconditions: (ia) The letter Letter of credit Credit Documents shall be in favor a part of Landlord, or, at Landlord's election, the Landlord's mortgagee, Loan Documents; (b) Each draft paid by Lender under the Letter of Credit shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of deemed an advance which shall be deemed "reasonably acceptable" to Landlord), provided, however, that repaid by Borrower in accordance with the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary provisions of the letter Letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004.Credit Documents; (iic) The letter In connection with the Letter of credit or any replacement letter of credit Credit, Borrower shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right pay all fees as Lender may from time to time to make one or more draws on the letter customarily charge in accordance with Lender’s published schedule of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended fees in effect from time to time", which fees shall be due and payable on demand by Lender; (ivd) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer conflict between the terms of Landlord's interest the Letter of Credit Documents and the Loan Documents, the Loan Documents shall control; (e) Notwithstanding any provision contained in the Premises, Landlord shall have the right to transfer the letter this Agreement or any Letter of credit Credit Document to the transferee contrary, upon the occurrence and during the continuance of any Event of Default under this Agreement, at Lender’s option and without cost demand or further notice to Landlord Borrower, an amount equal to the aggregate undrawn face amount of all Letters of Credit then outstanding shall be deemed (as between Lender and Borrower) to have been paid or its transfereedisbursed by Lender (notwithstanding that such amounts may not in fact have been so paid or disbursed by Lender) under the Construction Note, which shall be immediately due and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality payable. In lieu of the foregoing, at the election of Lender, Borrower shall, upon Lender’s demand, deliver to Lender cash, or other collateral acceptable to Lender in its sole and absolute discretion, having a value equal to 105% of the aggregate undrawn face amounts of all outstanding Letters of Credit. Any such collateral and/or any amounts received by Lender shall be held by Lender in a separate account at Lender appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by Lender as collateral security for the payment of the Construction Loan, and Borrower hereby grants a security interest to Lender in such cash collateral account. Such amounts shall not be used by Lender to pay any amounts drawn or paid under or pursuant to any Letter of Credit, but may be applied to reimburse Lender for drawings or payments under or pursuant to the Letters of Credit which Lender has paid, or if no such reimbursement is required to the letter payment of credit expires earlier than forty-five days the Construction Loan as Lender shall determine. Any amounts remaining in any cash collateral account established pursuant hereto after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter payment in full of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms indebtedness under the Construction Loan and conditions the expiration or cancellation of this Article 21 is not timely receivedall of the Letters of Credit shall be returned to Borrower (after deduction of Lender’s expenses, if any); and (f) The face amount of the Letter of Credit shall reduce, dollar for dollar, the beneficiary may present such letter of credit to amount available for borrowing under the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseConstruction Loan.

Letter of Credit. The (i) In lieu of the cash security required pursuant to Paragraph 7(a) above, Tenant may deliver to Landlord, at Tenant’s sole cost and expense, the Letter of Credit described below in the amount of the Security Deposit may be specified in the form Basic Lease Information (the “LC Face Amount”) as security for Tenant’s performance of all of Tenant’s covenants and obligations under this Lease; provided, however, that neither the Letter of Credit nor any Letter of Credit Proceeds (as defined below) shall be deemed an advance rent deposit or an advance payment of any other kind, or a measure of Landlord’s damages upon Tenant’s breach of or default under this Lease. The Letter of Credit shall be maintained in effect from the date hereof through the date that is sixty (60) days after the Expiration Date (the “LC Termination Date”). On the LC Termination Date, Landlord shall return to Tenant the Letter of Credit and any Letter of Credit Proceeds then held by Landlord (other than those Letter of Credit Proceeds Landlord is entitled to retain under the terms of this Paragraph 7(b)(i)); provided, however, that in no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its obligations hereunder. Landlord shall not be required to segregate the Letter of Credit Proceeds from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. Landlord may (but shall not be required to) draw upon the Letter of Credit and use the proceeds thereof (the “Letter of Credit Proceeds”) or any portion thereof, to the extent reasonably required (i) to remedy Tenant’s Default for non-payment of Rent and to cure any other Default under this Lease, and in either case to compensate Landlord for any loss or damage Landlord incurs as a result of such Default, (ii) to repair damage to the Premises caused by Tenant, (iii) to clean the Premises upon termination of this Lease, if Tenant fails to surrender the Premises to Landlord in the condition required by this Lease, and (iv) to reimburse Landlord for the payment of any amount which Landlord may for any purpose spend or be required to spend by reason of Tenant’s Default, it being understood that any use of the Letter of Credit Proceeds shall not constitute a bar or defense to any of Landlord’s remedies set forth in Paragraph 25 below. Landlord shall have the additional right to draw on the Letter of Credit in accordance with Paragraph 7(b)(ii) below. In any such event and upon written notice from Landlord to Tenant specifying the amount of the Letter of Credit Proceeds so utilized by Landlord and the particular purpose for which such amount was applied, Tenant shall immediately deliver to Landlord an amendment to the Letter of Credit or a replacement Letter of Credit in an amount equal to the full LC Face Amount. Tenant’s failure to deliver such replacement Letter of Credit to Landlord within ten (10) days of Landlord’s notice shall constitute an immediate Default hereunder. In the event Landlord transfers its interest in this Lease, Landlord shall transfer the Letter of Credit and any Letter of Credit Proceeds then held by Landlord to Landlord’s successor in interest, and thereafter Landlord shall have no further liability to Tenant with respect to such Letter of Credit or Letter of Credit Proceeds. (ii) As used herein, Letter of Credit shall mean an unconditional and irrevocable standby letter of credit in favor (herein referred to as the “Letter of Credit”) issued by Silicon Valley Bank, or another major national bank insured by the Federal Deposit Insurance Corporation, with assets of not less than Fifty Billion Dollars ($50,000,000,000.00) and otherwise reasonably satisfactory to Landlord (the “Bank”), naming Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standardLC Face Amount, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form and substance reasonably acceptable satisfactory to Landlord. The initial letter Letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit Credit shall be irrevocable for the term thereof and an initial one-year term, shall automatically renew on a year to year basis until a period ending not earlier than forty-five during the Term (45) days after without the then current Expiration Date necessity of this Lease without any additional documentation or action whatsoever on the part of Landlord; provided any party), and shall provide: (i) that Landlord may make partial and multiple draws thereunder, up to the issuing bank shall have full LC Face Amount, (ii) that Landlord may draw upon the right not Letter of Credit up to renew the letter of credit by giving written notice full amount thereof and the Bank will pay to Landlord not less than sixty (60) days prior the amount of each such draw upon receipt by the Bank of a sight draft signed by Landlord and accompanied by a written certification from Landlord to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or Bank stating that Landlord is entitled to draw on the letter Letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, LandlordCredit, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so stateiii) that the letter beneficial interest under the Letter of credit Credit shall be honored freely transferable one or more times and, therefore, in the event of Landlord’s (or any successor Landlord’s) assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord (or any successor Landlord), without recourse and without the issuing bank without inquiry as payment of any fee or consideration, to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content assignee or transferee of such statementinterest and the Bank shall confirm the same to Landlord (or such successor) and such assignee or transferee. Any and all costs and fees associated with the set-up or general maintenance Letter of Credit shall be at the sole cost of Tenant. (viii) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event that the Bank shall at any time notify Landlord that the Letter of a transfer of Landlord's interest in Credit shall not be renewed beyond the Premisesnext expiry date, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord then unless Tenant shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later less than thirty (30) days prior to such expiry date, deliver to Landlord a replacement Letter of Credit in the expiration thereof)full LC Face Amount and otherwise meeting the requirements set forth above, irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained Landlord shall be paid entitled to draw on the beneficiaryLetter of Credit and shall hold the proceeds of such draw as Letter of Credit Proceeds pursuant to Paragraph 7(b)(i) above. The Letter of Credit shall expressly provide that, to be held until Tenant would otherwise effective, any notice on non-renewal given by the Bank must be entitled to provided by the return of the letter of credit, subject Bank concurrently to Landlord's right to apply , Landlord’s property manager and Landlord’s counsel (at the address of each such sums as permitted under this Leaseparty specified in the Letter of Credit).

Letter of Credit. The Security Deposit may be in the form of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred (a) As additional collateral securing Borrower’s obligations under the LeaseLoan, Landlord, in addition Borrower shall deliver to all other rights and remedies provided under Lender on the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: date hereof either (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be immediately-available funds in the form substantially similar amount of Five Million Dollars ($5,000,000), to be held by Lender in the Excess Cash Flow Reserve Sub-Account, pursuant to the form terms of letter of credit attached hereto as EXHIBIT H this Agreement (the form of which shall be deemed "reasonably acceptable" to Landlord“LOC Funds”), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such or (ii) an irrevocable letter of credit (payable on sight draft) in favor an initial amount equal to Five Million Dollars ($5,000,000) (the “Letter of Landlord through Credit”), naming Lender as the date set forth in subsection 21.2 (ii) belowsole beneficiary thereof. The issuing bank shall have Letter of Credit shall: (1) be perpetual or for a Standard & Poors rating term of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request one year with a letter automatic renewals unless Lender receives written notice of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than fortynon-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that renewal from the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not financial institution no less than sixty (60) days prior to the expiration of the then current then-outstanding Letter of Credit; (2) be issued by a domestic financial institution that is not an Affiliate of any Borrower and that has a long-term unsecured debt rating by S&P of the letter not less than “A” and a short-term unsecured debt rating of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlordless than “A-1”, or such other credit rating as is acceptable to Lender in its sole and absolute discretion; (3) permit full or partial draws without condition or charge to the beneficiary of the letter Letter of credit, shall have Credit; (4) be freely transferable by the right from time to time to make one or more draws on beneficiary of the letter Letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees Credit (and the letter of credit shall so stateeach successor as beneficiary) that the letter of credit shall without restriction or charge; and (5) otherwise be honored by the issuing bank without inquiry as acceptable to the truth of the statements set forth Lender in such draw request all respects in Lender’s sole and regardless of whether the Tenant disputes the content of such statementabsolute discretion. (vb) Landlord Borrower shall cause the Letter of Credit to remain valid and effective at all times prior to its stated expiration date unless and to the extent the Letter of Credit is drawn upon by Lender and paid to Lender in the amount of such draw. The Letter of Credit shall be effective and delivered as of the date hereof. (c) Lender shall have the right to transfer draw in full or in part upon the letter Letter of credit to Landlord's mortgageeCredit, without cost notice to landlord or its mortgagee. In Borrower: (i) upon the event occurrence of a transfer any Event of Landlord's interest in the PremisesDefault; (ii) if Lender has not received, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than at least thirty (30) days prior to the expiration thereof)date on which the then-outstanding Letter of Credit is scheduled to expire, irrevocable and automatically renewable as above provided a renewal or replacement Letter of Credit that satisfies all requirements set forth herein; (iii) upon any transfer of the Loan by Lender to another party, Lender or its transferee has not been delivered, for any reason, either an endorsement to any Letter of Credit by the date which is forty-five days after issuing financial institution evidencing the Expiration Date upon the same terms transferee as the expiring letter new beneficiary thereunder, or a substitute Letter of credit Credit naming the transferee as beneficiary thereunder; (iv) if Borrower fails to cooperate in any manner deemed appropriate or upon such other terms as may be acceptable advisable by Lender in order for Lender to Landlord. Howeverobtain an endorsement or substitute Letter of Credit; (v) if Borrower fails to pay the transfer fee, if any, due in connection with transferring the Letter of Credit to any transferee; or (ivi) if Lender has not received, within fifteen (15) Business Days of the letter earlier of credit is not timely renewed(A) delivery by Lender to Borrower of written notice that the financial institution issuing the Letter of Credit ceases to meet the rating requirement set forth herein, or (iiB) Borrower obtaining knowledge in any way that the financial institution issuing the Letter of Credit ceases to meet the rating requirement set forth herein, a substitute letter replacement Letter of creditCredit that satisfies all requirements set forth herein. Lender shall be entitled to charge Borrower a reasonable processing fee for administering and reviewing any renewal, complying replacement or release of the Letter of Credit which Borrowers are required to provide hereunder. (d) Lender may draw on the Letter of Credit in accordance with all of the terms and conditions of this Article 21 is not timely receivedcontained herein, the beneficiary may present such letter of credit without prior notice to the issuing bankBorrower, and may apply such drawn amounts toward the entire sum so obtained shall be paid payment of any and all amounts owning to Lender under the beneficiaryLoan, in such priority and proportion as Lender deems appropriate in its sole and absolute discretion. (e) Provided no Event of Default then exists, Borrower may request (in writing) Lender’s release to be held until Tenant would otherwise be entitled to the return Borrower of the letter LOC Funds (or the Letter of creditCredit, subject to Landlord's right to apply as applicable), provided that the Property shall, at the time of such sums request, be generating no less than $12,000,000 of annual gross base rental income (excluding all non-base rental income and expense reimbursements), calculated on a trailing-twelve month basis, as permitted under this Leasedetermined by Lender in its sole and absolute discretion in accordance with Lender’s then-applicable standard underwriting criteria.

Letter of Credit. (a) The Security Deposit may be in Tenant hereby delivers to the form of Landlord an irrevocable standby and unconditional letter of credit issued by a Schedule 1 Canadian chartered bank in favor the amount of $32,232.15 for a term of one (1) year commencing October 1, 1996. Such letter of credit shall be in such form as is approved in writing in advance by the Landlord and shall be, and shall state that it is, transferrable by the Landlord to any assignee of this Lease, or any purchaser of the property, from the Landlord, which transfer shall be valid and effective upon notice thereof to the issuer of the letter of credit. (b) The said letter of credit shall be held by the Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event security for: (i) the due and punctual payment of default has occurred all rent and all other amounts of any kind whatsoever payable under this Lease by the Tenant whether to the Landlord or otherwise in respect of the Premises; (ii) the prompt and complete performance of all obligations contained in this Lease on the part of the Tenant to be kept, observed and performed, and (iii) the indemnification of the Landlord in respect of any losses, costs or damages incurred by the Landlord arising out of any failure by the Tenant to pay any rent or other amounts payable under this Lease or resulting from any failure by the Tenant to observe or perform any of the other obligations contained in this Lease. (c) If at any time during the term of the letter of credit the Tenant defaults in the payment of any rent or other amounts payable under this Lease or in the performance of any of its other obligations under this Lease, Landlordthen the Landlord at its option may, in addition to any and all other rights and remedies provided under for in this Lease or at law, draw down the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required full amount of the letter of credit, per yearless any reduction thereof as set out above, which credit shall whereupon the proceeds thereof may be pro-rated annually against Base Rent due applied by the Landlord, at its option, either as liquidated damages in compensation for the entire yearmoney spent by the Landlord with respect to the demised premises, or towards the payment of all rent and other amounts payable by the Tenant under this Lease and the performance of all other obligations of the Tenant under this Lease and all losses, costs and damages incurred by the Landlord in respect thereof. The following terms and conditions shall govern If Landlord draws down the letter of credit:, Tenant shall within twenty-four (24) hours thereafter deliver to Landlord a replacement letter of credit in an amount equal to the amount drawn down by Landlord. (id) The rights of the Landlord hereunder in respect of the letter of credit shall continue in full force and effect and shall not be waived, released, discharged, impaired or affected by reason of the release or discharge of the Tenant in any receivership, bankruptcy, insolvency, winding-up or other creditors proceedings, including, without limitation, any proceedings under the Bankruptcy and Insolvency Act (Canada) or the Companies Creditors Arrangement Act (Canada), or the surrender, disclaimer, repudiation or termination of this Lease in any such proceedings and shall continue with respect to the periods prior thereto and thereafter as if the Lease had not been surrendered, disclaimed, repudiated or terminated. (e) The letter of credit shall be be, and shall state that it is, payable to the Landlord upon delivery to the issuer of a certificate of the Landlord that there has been failure in favor payment of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be rent or any other amounts or in the form substantially similar to the form performance of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary other obligations of the letter of credit Tenant pursuant to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply conditions attached to every transfer or assignment of said letter of credit to a new landlordpayment. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.

Letter of Credit. The If Subtenant elects to post the Security Deposit may be in the form of a letter of credit rather than cash, concurrently with the execution of this Sublease, Subtenant shall deliver to Sublandlord an irrevocable standby letter of credit (“Letter of Credit”) in favor the amount of Landlord Three Hundred Forty-Three Thousand Seventy- Five and 00/100 Dollars ($343,075.00) as Subtenant’s Security Deposit under this Sublease, subject to the terms and conditions of this Section 6. The Letter of Credit shall be held by Sublandlord as security for the faithful performance by Subtenant of all of the terms, covenants and conditions of this Sublease to be kept and performed by Subtenant during this Sublease Term. The Letter of Credit shall reflect Sublandlord as beneficiary. Upon Landlord's sole but reasonable determination that an event The form of default has occurred under the Lease, LandlordLetter of Credit shall be subject to the review and approval of Sublandlord, in addition to all other rights its sole discretion, and remedies provided under the Lease, Letter of Credit shall have the right contain language allowing Sublandlord to draw from upon the letter Letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only Credit upon presentation to the extent issuer of Sublandlord’s written statement that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord Sublandlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting entitled to the letter funds represented by such Letter of credit. In Credit in accordance with the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term terms of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire yearSublease. The following terms and conditions shall govern the letter Letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, Credit shall be issued by a commercial bank reasonably acceptable to Landlord having its principal office within California and shall be capable of being drawn upon at a location in California. In all cases, the form substantially similar identity of the issuer of the Letter of Credit shall be subject to the form approval of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall notSublandlord, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) belowits reasonable discretion. The issuing bank shall have a Standard & Poors rating Letter of "A" or better (and Tenant Credit shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant of the Letter of Credit shall replace the letter or credit within twenty provide Sublandlord with thirty (2030) days after Landlord's request with a letter written notice prior to revoking or terminating the Letter of credit meeting all Credit. Should Sublandlord receive written notice from the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary issuer of the letter Letter of credit Credit that the issuer intends to revoke or terminate the Letter of Credit, Sublandlord shall have the right, after fifteen (15) days prior written notice to Subtenant, to draw thereonthe entire amount of the Letter of Credit. If Sublandlord draws upon the Letter of Credit, Sublandlord shall hold such amount as a cash Security Deposit and shall have the right to use such amount as provided in Section 6(a), above. During such fifteen (15) day period, Subtenant shall comply with all have the right to furnish a substitute Letter of Credit, subject to the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to LandlordSection 6. The initial letter Sublandlord may draw upon the Letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-Credit after five (455) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving prior written notice to Landlord not less than sixty (60) days prior Subtenant upon the occurrence or nonoccurrence of any event entitling Sublandlord under this Sublease to the expiration apply any portion of the then current term Security Deposit. The Letter of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgageeCredit must permit partial drawings. In the event of an assignment of Sublandlord’s interest as Tenant under the Prime Lease and an assumption by the assignee of Sublandlord’s obligations under this Sublease, Sublandlord may require that Subtenant furnish to Sublandlord’s assignee a transfer substitute or amended Letter of Landlord's interest Credit, naming such assignee as the beneficiary and otherwise in compliance with this Section 6, provided such assignee reimburses Subtenant for any administrative fees charged by the issuer of the Letter of Credit for issuing a substitute or amended Letter of Credit in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality name of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Leaseassignee.

Letter of Credit. The Security Deposit may be in At the form of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the LeaseFirst Closing, Landlord, in addition Seller shall provide to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such Buyer an irrevocable letter of credit in favor a form acceptable to Buyer, from a nationally recognized financial institution reasonably acceptable to Buyer, in the amount of Landlord through $430,000 (the date "Letter of Credit") to reimburse Buyer for any Damages (hereinafter defined) incurred by Buyer as set forth in subsection 21.2 (ii) belowArticle IX hereof. The issuing bank shall have a Standard & Poors rating Letter of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so Credit shall be deemed to be an event of default entitling the beneficiary effective as of the letter of credit to draw thereon), shall comply with all of the terms First Closing Date and conditions of this Lease and shall otherwise be continuously in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable effect for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five of one (451) year and forty (40) days after the then current Expiration Date Second Closing Date, and permit Buyer to unilaterally withdraw sums for Damages incurred by Buyer and which are indemnified pursuant to Article IX of this Lease without any action whatsoever on Agreement, by presenting the part original Letter of Landlord; provided that Credit to the issuing bank shall have the right not accompanied by a letter signed by a representative of Buyer which states "The undersigned are entitled to renew the draw upon this letter of credit pursuant to that certain agreement dated March ____, 1998 by giving written notice and among Packaged Ice Southeast, Inc., S. Keitx Xxxxx xxx Annix Xxx Xxxxx (xxe "Asset Purchase Agreement")." If the Second Closing has not occurred by April 15, 1998, Seller agrees to Landlord renew or replace the Letter of Credit for a like term by March 22, 1999, and if Seller has not less than sixty provided such renewal or replacement Letter of Credit by March 22, 1999, Buyer is entitled to draw the entire amount of the Letter of Credit. If any Damages which are indemnifiable by Seller have not been paid or are not finally determined at May 14, 1999, then Seller shall cause a renewal or replacement Letter of Credit to be delivered to Buyer ten (6010) days prior to the expiration of the then current term Letter of the letter of credit that it does not intend Credit, which will entitle Buyer to renew the letter of credit. Tenant understands that the election by draw upon the issuing bank until ten (10) days after such dispute is finally determined. If such replacement letter is not to renew provided by the letter of credit shall not, in any event, diminish ten (10) day period before the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary expiration of the letter then current Letter of creditCredit, then Buyer shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is be entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth entire amount of the statements set forth in such draw request and regardless Letter of whether the Tenant disputes the content of such statementCredit. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.

Letter of Credit. The Security Deposit may be in the form Concurrent with Tenant’s execution and delivery of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, this Lease to Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable deliver to Landlord, as collateral for any amounts that such draws shall be insufficient the full performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer as a result of Tenant’s failure to pay. Landlord is not required to exhaust any comply with one or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term more provisions of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up toincluding, but not to exceed a credit equal to 1% limited to, any post lease termination damages under Section 1951.2 of the required California Civil Code, an Irrevocable Standby Letter of Credit (the “Letter of Credit”) in the amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire yearTwo Hundred Thousand Dollars ($200,000.00). The following terms and conditions shall govern apply to the letter Letter of creditCredit: (i) 5.1 The letter Letter of credit Credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have with a Standard & Poors rating of "“A" ” or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon)better, shall comply with all of the terms and conditions of this Lease Article and shall otherwise be in the form reasonably acceptable to Landlord. The initial letter attached hereto as Exhibit G. Landlord hereby approves Bridge Bank (and its affiliate Western Alliance Bank) as the issuing bank for the Letter of credit shall have an expiration date not earlier than August 15, 2004Credit. (ii) 5.2 The letter Letter of credit Credit or any replacement letter Letter of credit Credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five two (452) days after months subsequent to the then current Expiration Date of this Lease (the “LOC Expiration Date”) without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter Letter of credit Credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter Letter of credit Credit that it does not intend to renew the letter Letter of creditCredit. Tenant understands that the election by the issuing bank not to renew the letter Letter of credit Credit shall not, in any event, diminish the obligation of Tenant to deposit a security deposit or maintain such an irrevocable letter Letter of credit Credit in favor of Landlord through such datethe LOC Expiration Date. (iii) 5.3 Landlord, or the beneficiary its then authorized representative, upon Tenant’s failure to comply with one or more provisions of the letter of creditthis Lease, or as otherwise specifically agreed by Landlord and Tenant pursuant to this Lease or any amendment hereof, without prejudice to any other remedy provided in this Lease or by Regulations, shall have the right from time to time to make one or more draws on the Letter of Credit and use all or part of the proceeds in accordance with Section 5.4 below. In addition, if Tenant fails to furnish a renewal or replacement letter of credit complying with all of the provisions of this Article 5 at any time that least sixty (60) days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord has determined that an event may draw upon such Letter of default has occurred under Credit and bold the proceeds thereof (and such proceeds need not be segregated) in accordance with the terms of this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) belowArticle 5. Funds may be drawn down on the letter Letter of credit Credit upon presentation to the issuing bank of Landlord's ’s (or Landlord's ’s then managing agent'sauthorized representative’s) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time"certification set forth in Exhibit G. (iv) 5.4 Tenant acknowledges and agrees (and the letter Letter of credit Credit shall so state) that the letter Letter of credit Credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (a) against any rent or other amounts payable by Tenant under this Lease that is not paid when due; (b) against all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease, including any damages arising under Section 1951.2 of the California Civil Code following termination of this Lease; (c) against any costs incurred by Landlord in connection with this Lease (including attorneys’ fees) not reimbursed by Tenant within the time period required under this Lease; and (d) against any other amount that Landlord may spend or become obligated to spend by reason of Tenant’s default. Provided Tenant has performed all of its obligations under this Lease, Landlord agrees to pay to Tenant within sixty (60) days after the LOC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the LOC Expiration Date a voluntary petition is filed by Tenant or any guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal. 5.5 If, as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the amount set forth in this Article 5, Tenant shall, within ten (v10) days thereafter, provide Landlord shall have with additional letter(s) of credit in an amount equal to the right to transfer the deficiency (or a replacement letter of credit in the total amount required pursuant to this Article 5), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Article 5, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the same shall constitute an incurable event of default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. 5.6 Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer all or any portion of its interest in and to the Letter of Credit to another party, person or entity, including Landlord's mortgagee, without cost ’s mortgagee and/or to landlord or its have the Letter of Credit reissued in the name of Landlord’s mortgagee. In the event of a transfer of Landlord's If Landlord transfers its interest in the Premises, Landlord shall have Building and transfers the right to transfer the letter Letter of credit Credit (or any proceeds thereof then held by Landlord) in whole or in part to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the partiesparties hereto, thereupon be released by Tenant from all liability therefor, and it is agreed that the . The provisions hereof shall apply to every transfer or assignment of said letter all or any part of credit the Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the issuer of the Letter of Credit such applications, documents and instruments as may be necessary to effectuate such transfer. Tenant shall be responsible for paying the issuer’s transfer and processing fees in connection with any transfer of the Letter of Credit and, if Landlord advances any such fees (without having any obligation to do so), Tenant shall reimburse Landlord for any such transfer or processing fees within ten (10) days after Landlord’s written request therefor. (vi) Without limiting 5.7 If the generality Letter of the foregoing, if the letter of credit Credit expires earlier than forty-five days after the LOC Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter Letter of creditCredit, Landlord shall accept a renewal thereof or substitute letter Letter of credit Credit (such renewal or substitute letter Letter of credit Credit to be in effect not later than thirty sixty (3060) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to through the date which is forty-five days after the LOC Expiration Date upon the same terms as the expiring letter Letter of credit Credit or upon such other terms as may be acceptable to Landlord. However, if (ia) the letter Letter of credit Credit is not timely renewed, or (iib) a substitute letter Letter of creditCredit, complying with all of the terms and conditions of this Article 21 paragraph is not timely received, the beneficiary Landlord may present such letter Letter of credit Credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiaryLandlord, to be held until Tenant would otherwise by Landlord as a security deposit. Notwithstanding the foregoing, Landlord shall be entitled to receive from Tenant all reasonable attorneys’ fees and costs incurred in connection with the return review of any proposed substitute Letter of Credit pursuant to this Section. 5.8 Landlord and Tenant (a) acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or any proceeds thereof be deemed to be or treated as a “security deposit” under any Regulation applicable to security deposits in the commercial context including Section 1950.7 of the letter California Civil Code, as such section now exist or as may be hereafter amended or succeeded (“Security Deposit Laws”), (b) acknowledge and agree that the Letter of creditCredit (including any renewal thereof or substitute therefor or any proceeds thereof) is not intended to serve as a security deposit, subject and the Security Deposit Laws shall have no applicability or relevancy thereto, and (c) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to Landlord's right or arising from the Security Deposit Laws. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of Regulations, now or hereafter in effect, which (i) establish the time frame by which Landlord must refund a security deposit under a lease, and/or (ii) provide that Landlord may claim from the security deposit only those sums reasonably necessary to apply such remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums as permitted under specified above in this Section 5.8 and/or those sums reasonably necessary to compensate Landlord for any loss or damage caused by Tenant’s breach of this Lease or the acts or omission of Tenant or Tenant’s Agents, including any damages Landlord suffers following termination of this Lease. 5.9 Notwithstanding anything to the contrary contained in this Lease, in the event that at any time the financial institution which issues said Letter of Credit is declared insolvent by the FDIC or is closed for any reason, Tenant must, within ten (10) days, provide a substitute Letter of Credit that satisfies the requirements of this Lease hereby from a financial institution acceptable to Landlord, in Landlord’s reasonable discretion. In such event, at Tenant’s election, Tenant may deliver to Landlord a cash security deposit (the “Security Deposit”) in an amount equal to the then-current required face amount of the Letter of Credit in lieu of such substitute Letter of Credit. In such event, such Security Deposit shall be subject to the remaining terms of this Paragraph 5.

Letter of Credit. The Security Deposit may be in On the form of an irrevocable standby Effective Date, Tenant shall deliver to Landlord a letter of credit in favor the amount of Landlord $1,360,000 (the “Initial Amount”) and in substantially the form of Exhibit I that can be presented for payment in Denver, Colorado and that is to be held as beneficiaryadditional security for Xxxxxx’ s faithful performance of this Lease. Upon Landlord's sole but reasonable determination that an event If Tenant does not terminate this Lease as to the Slot Lot Building pursuant to Section 2.2, Tenant will increase the amount of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and by $640,000 (the “Additional Amount”) to $2,000,000 within ten days after receipt of Landlord’s written request. Landlord shall not be obligated to apply the proceedsletter of credit to Base Rent or Additional Rent in arrears or damages for Tenant’s failure to perform the covenants, or any part thereofconditions, to amounts owing under the and agreements of this Lease; but Tenant's liability under however, Landlord may so apply the letter of credit, at its option. Xxxxxxxx’s right to bring a proceeding to recover or otherwise to obtain possession of the Premises before or after Xxxxxxxx’s termination of this Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for nonpayment of Base Rent or Additional Rent or for any amounts other reason shall not in any event be affected by reason of the fact that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to holds the letter of credit. In If Landlord repossesses the event Premises because of an Event of Default, Landlord may apply the letter of credit to all damages and may retain the letter of credit to apply to such damages as may be suffered or shall accrue by reason of Tenant’s default. If any bankruptcy or debtor proceedings shall be instituted by or against Tenant, or its successors or assigns, the letter of credit shall not be utilized deemed to be applied first to the payment of any Base Rent or Additional Rent due Landlord for any purposes herein permitted, then such letter of credit shall be returned by Landlord all periods prior to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost institution of such letter of creditproceedings, by means of a rent credit, up to, but not to exceed a credit equal to 1% of and the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity datebalance, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise may be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable retained by Landlord for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior disposition pursuant to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of creditbankruptcy or debtor proceedings. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of If Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Leasein whole or in part, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___Tenant shall, 2003 between ___________________, within 15 days after demand by Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the deliver a replacement letter of credit to Landlord's mortgagee, without cost restore it to landlord or its mortgageethe full amount. In So long as no Event of Default has occurred and is continuing on the event last day of a transfer of Landlord's interest in the 30th calendar month after the Rent Commencement Date for the Slot Building Premises, Landlord shall have agrees to permit the right Additional Amount to transfer be reduced by $80,000. Thereafter, provided no Event of Default has occurred, Xxxxxxxx agrees to permit the letter of credit Additional Amount to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any be further agreement between the parties, be released reduced by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality $80,000 on each anniversary of the foregoinginitial reduction; however, if the letter Additional Amount shall never be reduced below $128,000. So long as no Event of credit expires earlier than forty-five days Default has occurred and is continuing on the last day of the 30th calendar month after the Expiration Date, or Rent Commencement Date for the issuing bank notifies Landlord that it shall not renew the letter of creditExisting Premises, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit agrees to permit the Initial Amount to be in effect not later than thirty (30) days prior reduced by $170,000. Thereafter, provided no Event of Default has occurred, Xxxxxxxx agrees to permit the expiration thereof), irrevocable and automatically renewable as above provided Initial Amount to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all further reduced by $170,000 on each anniversary of the terms and conditions of this Article 21 is not timely receivedinitial reduction; however, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained Initial Amount shall never be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Leasereduced below $272,000.

Letter of Credit. The Security Deposit may be in the form of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but 5.1 As security for Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default full and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration faithful performance of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of creditterms, by means of a rent creditcovenants, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and by Tenant, Tenant shall otherwise be in form reasonably acceptable deliver to Landlord, upon the execution of this Lease, an irrevocable Letter of Credit payable in Huntingdon Valley, Pennsylvania running in favor of Landlord issued by a bank under the supervision of the Superintendent of Banks of Pennsylvania, or a National Banking Association, in the amount of Nine Hundred Five Thousand Dollars ($905,000.00) (the "Letter of Credit"). The initial letter Letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit Credit shall be irrevocable for the term thereof and shall provide that it is automatically renew on a year to year basis until renewable for a period ending not earlier than forty-five sixty (4560) days after the then current Expiration Date expiration of this the Lease Term hereunder, without any action whatsoever on the part of Landlord; provided provided, however, that the issuing bank shall have the right not to renew the letter Letter of credit by giving Credit upon written notice to Landlord given not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that thereof (it does not intend to renew the letter of credit. Tenant understands being understood, however, that the election by privilege of the issuing bank not to renew the letter said Letter of credit Credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter Letter of credit in favor of Credit with Landlord through such datethe date which is sixty (60) days after the expiration of the Lease Term hereunder). 5.2 Landlord may present the Letter of Credit for payment upon the occurrence of an Event of Default or upon the failure of Tenant to comply with any of its obligations under this Article 5. The form and terms of the Letter of Credit shall be acceptable to Landlord, shall be substantially in the form of Exhibit "H" attached hereto and made a part hereof and shall provide, among other things, that: (iiii) Landlord, or the beneficiary of the letter of creditits then managing agent, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on down an amount up to the letter face amount of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter Letter of credit Credit upon the presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned statement that such amount is entitled due to draw on Landlord under the terms and conditions of this letter of credit pursuant to Lease, it being understood that certain Lease dated January ___if Landlord or its managing agent be a corporation, 2003 between ___________________partnership or other entity, Landlordthen such statement shall be signed by an officer (if a corporation), and EXACT Sciences Corporationa general partner (if a partnership), Tenant, as amended from time to time"or any authorized party (if another entity): (ivii) Tenant acknowledges and agrees (and the letter The Letter of credit shall so state) that the letter of credit shall Credit will be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request accuracy thereof and regardless of whether the Tenant disputes the content of such statement.; (viii) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premisesbuilding of which the Demised Premises are a part, Landlord shall have the right to transfer the letter Letter of credit Credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter Letter of credit Credit to a new landlord. (vi5.3 If, as a result of any such application of all or any part of such security, the amount secured by the Letter of Credit shall be less than $905,000.00, Tenant shall forthwith provide Landlord with additional letter(s) of credit in an amount equal to the deficiency. 5.4 Tenant further covenants that it will not assign or encumber said Letter of Credit or any part thereof, and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. 5.5 Without limiting the generality of the foregoing, if the letter Letter of credit Credit expires earlier than forty-five sixty (60) days after the Expiration Dateexpiration of the Lease Term, or the issuing bank notifies Landlord that it shall not renew the letter Letter of creditCredit, Landlord shall will accept a renewal thereof or substitute letter Letter of credit Credit (such renewal or substitute letter Letter of credit Credit to be in effect not later than thirty (30) days prior to the expiration thereofof the original letter), irrevocable and automatically renewable as above provided to upon the date which is forty-five sixty (60) days after the Expiration Date end of the Lease Term upon the same terms as the expiring letter Letter of credit Credit, or upon such other terms as may be acceptable to Landlord. However, if (i) if the letter Letter of credit Credit is not timely renewedrenewed or a substitute Letter of Credit is not timely received, or (ii) a substitute letter if Tenant fails to maintain the Letter of creditCredit in the amount and terms set forth in this Article, complying Tenant, at least thirty (30) days prior to the expiration of the Letter of Credit, or immediately upon its failure to comply with each and every term of this Article, must deposit with Landlord cash security in the amount of $905,000.00 to be held subject to and in accordance with all of the terms and conditions set forth in this Article 5, failing which the Landlord may present the Letter of Credit to the bank, in accordance with the terms of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank5, and the entire sum so obtained secured thereby shall be paid to Landlord. 5.6 Notwithstanding the beneficiaryforegoing provisions of this Article 5, following the expiration of (a) Year 1 (as described in Article 3) of the Lease Term, Tenant may reduce the amount of the Letter of Credit to be held until $760,200.00, (b) Year 2 of the Lease Term, Tenant would otherwise be entitled may reduce the amount of the Letter of Credit to $615,400.00 (c) Year 3 of the Lease Term, Tenant may reduce the amount of the Letter of Credit to $470,600.00 (d) Year 4 of the Lease Term, Tenant may reduce the amount of the Letter of Credit to $325,800.00, and (e) Year 5 of the Lease Term, Tenant may reduce the amount of the Letter of Credit to $181,000.00. Furthermore, notwithstanding the foregoing provisions of the Article 5, following the expiration of Year 6 of the Lease Term, Landlord shall return the Letter of Credit to Tenant. Notwithstanding anything contained in this Article 5 to the return contrary, Tenant shall have the right to reduce the amount of the letter Letter of creditCredit as set forth above, subject and Landlord shall be obligated to return the Letter of Credit as set forth above, if, and only if, each of the following conditions is satisfied: (a) no Event of Default by Tenant, with respect to which Landlord has taken any action to enforce its rights under this Lease, shall have existed at any time; (b) Tenant shall not have assigned its rights under this Lease; and (c) Tenant shall not have sublet all or any portion of the Demised Premises (other than as specifically permitted in Section 11.6. Without limiting the provisions of subsection (a) of the immediately preceding sentence, the giving of any notice to Tenant in addition to Landlord's initial notice (i) that an Event of Default has occurred (in the case of a situation where no notice is required prior to the occurrence of an Event of Default) or (ii) that an event which (with the passage of time) shall constitute an Event of Default has occurred, shall constitute an "action to enforce" as referenced in such subsection. (See page 7A attached.) Within fifteen (15) days after notice from Tenant (the "Reduction Notice") that Tenant intends to deliver a reduced letter of credit (the "Reduced L.O.C.") in accordance with this Section, Landlord shall provide either (i) written confirmation to Tenant that Tenant is entitled (as of the date of such confirmation) to replace the then existing Letter of Credit with the Reduced L.O.C. in accordance with this Section or (ii) a written statement rejecting Tenant's request and the reasons therefor. In the event Landlord fails to respond within said fifteen (15) day period, Landlord shall be deemed to have provided the confirmation referenced in clause (i) above. Upon delivery of the Reduced L.O.C. to Landlord, Landlord shall return the existing Letter of Credit to Tenant; provided however, Landlord shall not be obligated to return the existing Letter of Credit, if, and only if, an Event of Default has occurred, with respect to which Landlord has taken any action to enforce its rights under the Lease in the interim period between Landlord's confirmation (or deemed confirmation) of Tenant's right to apply such sums as permitted under this Leasereplace the then existing Letter of Credit and the delivery of the Reduced L.O.C. to Landlord. Landlord hereby agrees to act promptly and in good faith with any reasonable request by Tenant in connection with the replacement of the Letter of Credit. Tenant may not provide the Reduction Notice prior to forty-five (45) days before the expiration date of the then existing Letter of Credit.

Letter of Credit. The Security Deposit may be in the form of an irrevocable standby (a) Tenant shall deliver to Landlord a clean, unconditional, irrevocable, transferable letter of credit (the “Letter of Credit”) in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Leaseform, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H financial institution (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii“Issuer”) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable satisfactory to Landlord. The initial letter Letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit Credit shall be irrevocable for the term thereof provided to Landlord as set forth in Section (b) below, and shall automatically renew on be in the amount of $1,000,000.00, name Landlord as the beneficiary thereunder, and provide that draws thereunder will be honored upon receipt by Issuer of a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date written statement signed by an authorized agent of this Lease without any action whatsoever on the part of Landlord; provided Landlord stating that the issuing bank shall have person who is signing has the right not authority to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor sign on behalf of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or and that Landlord is entitled to draw down on the Letter of Credit. Landlord shall be entitled to draw the entire amount under the Letter of Credit if either (i) Tenant does not deliver to Landlord a replacement letter of credit from Issuer or another financial institution satisfactory to Landlord in the amount and form of the initial Letter of Credit no later than one month before the expiration date of the then existing Letter of Credit, or (ii) upon a proposed sale or lease of the Building, Tenant does not deliver to the new landlord a replacement Letter of Credit pursuant to subsection the provisions of (vid) below. Funds may If Tenant is in default under the Lease beyond any applicable notice and cure period, Landlord shall be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on under the Letter of Credit only an amount equal to the amount of any monetary default as defined below (or, only if partial draws are not permitted, the entire amount of the Letter of Credit). As used herein, “‘monetary default” means any delinquent installment of Base Rent, Additional Rent or Rent under this letter Lease (as and when Tenant fails to pay the same beyond any applicable notice and cure period contained in this Lease), plus any damages to which Landlord is entitled under the Lease. Landlord agrees that the Letter of credit Credit may also provide for partial draws by Landlord. To the extent not applied by Landlord pursuant to that certain the provisions of the Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and any amount drawn under the letter Letter of credit shall so state) that the letter of credit Credit shall be honored held or applied by the issuing bank without inquiry Landlord as a Security Deposit, subject to the truth terms of the statements set forth in such draw request and regardless Section 4 of whether the Tenant disputes the content of such statementthis Lease. (vb) Landlord The Letter of Credit shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost be issued and delivered to Landlord or its transfereewithin fifteen (15) days after complete execution of this Lease by Landlord and Tenant. If Tenant Fails to deliver to Landlord the Letter of Credit when required, and thereupon such failure shall constitute an Event of Default under the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlordLease. (vic) Without limiting If, and only if, (x) there has been no Event of Default under the generality Lease during the eighteen (18) months prior to Release Date (as hereinafter defined) and (y) both (i) Tenant’s publicly traded common stock has a market value of at least $250 million, as averaged over the foregoing, if the letter last five [5] days of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter public trading of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than Tenant’s common stock ending thirty (30) days immediately prior to the expiration thereofRelease Date, and (ii) during each of Tenant’s four (4) most recent accounting quarters immediately prior to the Release Date Tenant has publicly reported positive net income (before federal and state income taxes) equal to three (3) times the sum of (A) the Base Rent, and (B) the actual Additional Rent (as such Base Rent and Additional Rent may from time to time change) for each of the same four (4) accounting quarters for which net income is being compared, then when all of the preceding conditions contained in this subsection (c) have been satisfied (the “Release Date”), irrevocable and automatically renewable as above provided to the date which is forty-five Landlord shall, within thirty (30) days after the Expiration Date Release Date, return the Letter of Credit to Tenant. (d) If Landlord shall be holding the Letter of Credit as security, then, in the event of a proposed sale or lease of the Building by Landlord, Tenant will, upon ten (10) Business Days’ notice, at its sole cost and expense, cause the same terms as issuing bank to consent to the expiring assignment or to issue a substitute letter of credit or upon such other on identical terms as may be acceptable to Landlord. Howeverexcept for the stated beneficiary, if from either (i) the letter of credit is not timely renewed, same issuing bank or (ii) a substitute letter national money center bank with shareholder’s equity of creditat least $500,000,000, complying with all having a branch in San Francisco, California, naming the new landlord as the beneficiary thereof upon delivery by Landlord of the terms and conditions then outstanding Letter of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseCredit.

Letter of Credit. Concurrent with the execution and delivery of this Lease, Tenant has delivered to Landlord as security for the performance of the obligations of Tenant hereunder a cash deposit or a letter of credit in the amount specified in Section 1.3 in accordance with this Section (as renewed, replaced, increased and/or reduced pursuant to this Section, the “Letter of Credit”). The Security Deposit may Letter of Credit shall be in the form attached as Exhibit G to this Lease or such other form as Landlord may reasonably approve. If there is more than one Letter of an irrevocable standby letter Credit so delivered by Tenant, such Letters of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws Credit shall be insufficient collectively hereinafter referred to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to as the letter “Letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire yearCredit”. The following terms and conditions shall govern the letter Letter of credit: Credit (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord and be in (Landlord hereby approving Silicon Valley Bank as the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlordissuer), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that require only the presentation to the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with of a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary certificate of the letter of credit to draw thereon), shall comply with all holder of the terms and conditions Letter of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. Credit stating either (iia) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on that a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease after the expiration of any applicable notice and cure period (or stating that transmittal of a default notice is barred by applicable bankruptcy or other law if such is die case) or (b) stating that Tenant has not delivered to Landlord a new Letter of Credit having a commencement date immediately following the expiration of the existing Letter of Credit in accordance with the requirements of the Lease, (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank any lender holding a collateral assignment of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___’s interest in the Lease, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord issuer shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than at least thirty (30) days prior to the scheduled expiration thereof)date, irrevocable give Landlord written notice of such nonrenewal, and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may (v) shall otherwise be in form and substance reasonably acceptable to Landlord. HoweverNotwithstanding the foregoing, the term of the Letter of Credit for the final period of the Term shall be for a term ending not earlier then the date sixty (60) days after the last day of the Term. If Tenant shall be in default under the Lease, after the expiration of any applicable notice or cure period (or if transmittal of a default or other notice is stayed or barred by applicable bankruptcy or other law), Landlord shall be entitled to draw upon the Letter of Credit to the extent reasonably necessary to cure such default. If, not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit having a commencement date immediately following the expiration of the existing Letter of Credit in accordance with this Section, Landlord shall also have the right to draw upon the full amount of the Letter of Credit without giving any further notice to Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s default under the Lease. Any funds drawn by Landlord on the Letter of Credit and not applied against amounts due hereunder shall be held by Landlord as a cash security deposit, provided that Landlord shall have no fiduciary duty with regard to such amounts, shall have the right to commingle such amounts with other funds of Landlord, and shall pay no interest on such amounts. After any application of the Letter of Credit by Landlord in accordance with this paragraph, Tenant shall reinstate the Letter of Credit to the amount then required to be maintained hereunder, within thirty (30) days of demand. Within sixty (60) days after the expiration or earlier termination of the Term the Letter of Credit and any cash security deposit then being held by Landlord, to the extent not applied, shall be returned to the Tenant provided that no Event of Default is then continuing. In the event that (i) the letter of credit Tenant is not timely renewedsuccessful in raising no less than One Hundred Twenty Million Dollars ($120,000,000) in an initial public offering, or and (ii) a substitute letter of creditTenant’s market capitalization as shown on Bloomberg exceeds One Billion Dollars ($1,000,000,000) for three (3) consecutive months, complying with all then the amount of the terms Security Deposit shall be reduced to One Million Fifty-Four Thousand Five Hundred Seventy-Four Dollars ($1,054,574.00). If, after the third anniversary of the Rent Commencement Date, the Security Deposit has been reduced as provided for in the preceding sentence and conditions there has not been an Event of this Article 21 Default by Tenant under the Lease in the payment of Annual Fixed Rent or Additional Rent during the previous three (3) year period and the Tenant is not timely receivedcurrently in default (for which notice has been given), the beneficiary may present such letter amount of credit to the issuing bank, and the entire sum so obtained Security Deposit shall be paid reduced to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseEight Hundred Forty-Six Thousand Six Hundred Fifty-Nine Dollars ($846,659.00).

Letter of Credit. The Security Deposit may be in the form of an irrevocable standby letter of credit in favor of Landlord undersigned hereby represents and warrants to you that as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with hereof all of the terms representations and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration warranties of the then current term undersigned contained in the Revolving Credit Agreement are true and correct in all material respects as if made on and as of the letter date hereof and no Default or Event of credit Default under the Revolving Credit Agreement has occurred and is continuing and that it does not intend to renew no such Default or Event of Default will result from the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary issuance of the letter Letter of creditCredit request hereby. Very truly yours, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) belowCPI CORP. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between By____________________________ Title:________________________ EXHIBIT C APPLICATION AND AGREEMENT FOR IRREVOCABLE STANDBY LETTER OF CREDIT (This exhibit contains Mercantile's standard form of application and agreement for irrevocable standby letter of credit.) EXHIBIT D APPLICATION AND AGREEMENT FOR IRREVOCABLE COMMERCIAL LETTER OF CREDIT (This exhibit contains Mercantile's standard form of application and agreement for irrevocable commercial letter of credit.) EXHIBIT E LETTER OF CREDIT PARTICIPATION CERTIFICATE This Letter of Credit Participation Certificate is issued pursuant to Section 3.03 of that certain Revolving Credit Agreement dated June 16, Landlord1997, by and EXACT Sciences Corporationamong CPI Corp., Tenantthe banks listed on the signature pages thereof and Mercantile Bank National Association, as amended agent for the Banks, as the same may from time to timetime be amended, modified, extended or renewed (the " (iv) Tenant acknowledges Revolving Credit Agreement"). All capitalized terms used and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord not otherwise defined herein shall have the right respective meanings ascribed to transfer them in the letter Revolving Credit Agreement. Subject to the terms, provisions and conditions contained in the Revolving Credit Agreement, Mercantile hereby issues to _______________________________ a __________________ Percent (____________%) undivided participation interest in all Letters of credit Credit issued by Mercantile from time to Landlord's mortgageetime under the Revolving Credit Agreement (including, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's limitation, an undivided participation interest in the Premisesreimbursement risk relating to such Letters of Credit, Landlord in all payments and Letter of Credit Loans made by Mercantile in connection with such Letters of Credit and in all collateral securing such Letters of Credit and such Letter of Credit Loans). This Certificate may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were on the same instrument. Executed this 16th day of June, 1997. MERCANTILE BANK NATIONAL ASSOCIATION By:________________________________ Title:_____________________________ The foregoing Letter of Credit Participation Certificate is hereby accepted this 16th day of June, 1997. ___________________________________ By:________________________________ Title:_____________________________ EXHIBIT F FORM OF LEGAL OPINION OF WHITE & CASE (This Exhibit contains opinions received from White & Case, special counsel for the Company.) EXHIBIT F-1 FORM OF LEGAL OPINION OF GENERAL COUNSEL OF BORROWER (This Exhibit contains opinions received from Jane E. Nelson, Esq., General Counsel of the Compxxx.) 101 EXHIBIT G _________________, 19_____ Mercantile Bank National Association 721 Locust Street St. Louis, Missouri 63101 Harxxx Xxxxx xxx Xxxxxxx Xxxx 000 Xxxx Xxxxxx Xtrxxx Xxicago, Illinois 60690 Txx Xxxxxxxx Xxxx, Xxxxxxx 000 Xxxxx Xxxxxxxx Xuite 1625 St. Louis, Missouri 00000 Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx, xx Xxxxt 721 Locust Street St. Louis, Missouri 63101 Genxxxxxx: Xxxxxxxxx xx xxxxxx xxxx to that certain Revolving Credit Agreement dated June 16, 1997, by and among the undersigned, the banks listed on the signature pages thereof and Mercantile Bank National Association, as agent for the Banks (as the same may from time to time be amended, modified, extended or renewed, the "Revolving Credit Agreement"). All capitalized terms used and not otherwise defined herein shall have the right respective meanings ascribed to transfer them in the letter of credit Revolving Credit Agreement. The undersigned hereby certifies to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed you that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality as of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.hereof:

Letter of Credit. The following provisions shall apply to the Letter of Credit for the Security Deposit may Deposit: (i) The Letter of Credit shall be in the form of an irrevocable standby letter of credit issued by an institution satisfactory to Landlord in favor of Landlord its sole discretion and in such form and substance as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby may be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned approved by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Leasein its sole discretion. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if such letter of credit shall name the Landlord as the beneficiary and provide that it may be drawn against upon the furnishing of a statement to the Bank by an individual who purports to be an authorized officer or agent of the Landlord that the letter of credit expires earlier than forty-five days after is being drawn upon in accordance with the Expiration Date, or the issuing bank notifies Landlord terms of this Lease. The Letter of Credit shall provide that it may be drawn upon by presentment in Boston, Massachusetts, and shall not renew be subject to Massachusetts law. (ii) The Letter of Credit shall permit partial draws and shall remain in effect for the entire Term of this Lease and for ninety (90) days thereafter. If the letter of creditcredit shall expire or be terminated during the Term of this Lease or within ninety days thereafter, Landlord Txxxxx shall accept replace the letter of credit with a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit satisfactory to be in effect not Landlord no later than thirty (30) days prior to the expiration date thereof), irrevocable and automatically renewable as above provided failure to do so shall permit Landlord to draw the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter entire amount of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewedand hold the proceeds as a security deposit hereunder, without requirement of any notice or grace period. (iiiii) a substitute letter Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have upon the occurrence of creditany Default of Tenant as described in Paragraphs 2.04(a) and (b) above, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present to draw upon such letter of credit and apply such funds, or any part thereof, to Landlord’s damages arising from, or to cure, any Default of Tenant. If Landlord shall draw any or all of such Letter of Credit, Tenant shall immediately deposit with the Landlord as a cash security deposit the amount so applied or restore the balance of the Letter of Credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, full amount to be held until as security hereunder. (iv) If three or more Defaults of Tenant would otherwise shall occur under the terms of the Lease, whether or not cured within any applicable grace period, Landlord shall have the right at its sole discretion to draw the entire amount of the Letter of Credit and hold it as a cash Security Deposit in accordance with the terms of this Section 2.04. (v) If Landlord conveys Landlord’s interest under this Lease, the Letter of Credit shall be entitled fully transferable to Landlord’s grantee, and Tenant shall take all necessary actions to cause the Letter of Credit to be transferred to or reissued in the name of the Grantee. Txxxxx agrees to pay Landlord upon demand, as Additional Rent, all costs and fees charged to Landlord to effect such transfer, if Tenant does not pay such costs and fees directly to the issuer of the Letter of Credit. No successor to Landlord or holder of any mortgage shall be responsible for the return of the letter Letter of credit, subject Credit unless it has been duly transferred to Landlord's right to apply such sums as permitted under this Leasesuccessor or mortgagee.

Letter of Credit. The Security Deposit may (a) For purposes of this Section, "Litigation Costs" shall be defined as all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys' fees and related disbursements, other out-of-pocket costs and reasonable compensation for time spent by Agent for which he is not otherwise compensated by the Corporation or any third party) actually and reasonably incurred by Agent in connection with either the form investigation, defense or appeal of a proceeding or the establishment or enforcement of a right to indemnification under this Agreement, Section 145 of the Code or otherwise; provided, however, that Litigation Costs shall not include any judgments, fines, ERISA excise taxes or penalties, or amounts paid in settlement of a proceeding. (b) In order to secure the obligations of the Corporation to indemnify Agent with respect to Litigation Costs, the Corporation shall, at the option of the Board of Directors, obtain an irrevocable standby letter of credit naming Agent as sole beneficiary, issued by a financial institution having assets in favor excess of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under $100 million (the Lease, Landlord, in addition to all other rights "Bank") and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following containing terms and conditions reasonably acceptable to Agent (the "Letter of Credit"). The Letter of Credit shall govern provide that Agent may from time to time draw certain amounts thereunder, upon presentation to the letter issuer thereof of credit: a certificate executed by Agent certifying (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, that Agent has made demand upon the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord Corporation and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H its directors' and officers' liability insurance (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity dateD&O") insurance carrier, if any, set forth in any letter for an amount not less than the amount Agent is drawing upon under the Letter of credit acceptable Credit and that the Corporation has refused to Landlord shall not, in any event, diminish the obligation of Tenant to maintain provide Agent with such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 amount and (ii) below. that Agent believes that Agent is entitled under the terms of this Agreement to the amount which Agent is drawing upon under the Letter of Credit. (c) The issuing bank Corporation shall have maintain and renew the Letter of Credit or a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a substitute letter of credit meeting all the requirements criteria of Section 10(b) hereof during the term of this Section 21.2, and Tenant's failure to do so Agreement in a manner such that the Letter of Credit shall be deemed to be an event in the amount of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms $300,000 for each Agent and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15initial term of one (1) year, 2004. be renewed for successive one-year periods, for as long as Agent serves as an officer, director or other Agent of the Corporation and for the period of four (ii4) The letter years following the termination of credit or any replacement letter of credit Agent's service, and shall provide that Agent, as beneficiary, shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five given at least sixty (4560) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving days' written notice to Landlord by the issuer of the Letter of Credit in the event that such Letter of Credit has not less than been renewed by the Corporation at least sixty (60) days prior to the expiration end of any one-year term, on which notice, Agent shall be entitled to draw against the then current term Letter of Credit up to the letter face amount thereof, and to place such amount in a segregated account in the name of credit that it does not intend to renew Agent which Agent agrees will be used only for the letter indemnification of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, Agent as provided in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such datethis Agreement. (iiid) LandlordFunds received from the Bank upon a draw under the Letter of Credit (the "Funds") shall be deemed a loan by the Corporation to Agent of the Funds. Agent will deposit the Funds in an interest-bearing account (the "Indemnity Account") in the name and under the sole control of Agent with such financial institution as the Corporation and Agent may agree; provided, however, that to the extent that it is determined, contrary to the intent of the parties, that Agent's receipt of the Funds constitutes a secured transaction between the Corporation and Agent, the Corporation hereby grants Agent a security interest in the Funds, which shall secure any and all of the Corporation's obligations under this Agreement. (e) Agent will not deposit any funds other than the Funds into the Indemnity Account, nor otherwise commingle the Funds with any other funds. Agent will use the Funds only for payment of Litigation Costs authorized under this Agreement and for payment of any taxes, interest and penalties ("Taxes") payable by or imposed upon Agent as a consequence of Agent's holding or withdrawal of Funds, or with respect to the Funds and earnings thereon (collectively, "Authorized Expenses"), will give the Corporation at least five (5) days' written notice before withdrawing any of the Funds from the Indemnity Account, and promptly thereafter provide the Corporation with such evidence as the Corporation may reasonably request that any withdrawals from the Indemnity Account and payment of the Funds have been made on account of such Authorized Expenses. (f) Interest on the Funds shall accrue to the benefit of Agent, but shall (net of Authorized Expenses which Agent is not required to repay to the Corporation pursuant to Section 8 hereof) be added to the loan amount, considered part of the Funds and remain on the Indemnity Account. Unless earlier repayment is required under this Agreement, on the fourth anniversary of the termination of Agent's service as a director, officer, employee or other agent of the Corporation, Agent will pay to the Corporation an amount equal to the principal amount of the Funds and any accrued interest, less any amounts paid for Authorized Expenses which Agent is not required to repay to the Corporation pursuant to Section 8 hereof; provided, however, that if as of such date an action is pending or threatened which would require indemnification under the Agreement, and as of such date the Corporation's D&O insurance carrier, if any, is refusing to provide interim reimbursements of Authorized Expenses incurred or that may be incurred by Agent in the defense of such action, the repayment obligation shall be suspended until the earlier of the settlement of or entry of final judgment in such action, or the beneficiary commencement of payment of reimbursement of Authorized Expenses by the letter of credit, shall have D&O insurance carrier. To the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord extent Agent is entitled to draw on reimbursement under any D&O insurance policy for any Authorized Expenses paid by Agent from the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation Funds, Agent assigns to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled Corporation his right to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statementreimbursement. (vg) Landlord shall have To secure repayment of the right Funds, Agent grants to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of Corporation a transfer of Landlord's security interest in the PremisesFunds and the Indemnity Account. Agent will execute and deliver such documents, Landlord shall have the right to transfer the letter of credit including notices to the transferee without cost institution with which the Indemnity Account is maintained, as the Corporation reasonably requests to Landlord or its transferee, perfect and thereupon continue the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlordsecurity interest granted under this Agreement. (vih) Without limiting the generality Any use of the foregoingFunds for any purpose other than payment of Authorized Expenses will constitute a default under this Agreement. Upon such default, if the letter entire principal amount of credit expires earlier than forty-five days after the Expiration DateFunds, or the issuing bank notifies Landlord that it shall less any amount paid for Authorized Expenses which Agent is not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit required to be in effect not later than thirty (30) days prior repay to the expiration thereof)Corporation pursuant to Section 8 hereof, irrevocable will immediately become due and automatically renewable as above provided payable to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if Corporation. (i) The Corporation agrees to treat the letter transfer of credit is not timely renewedFunds pursuant to this Agreement as a loan to Agent for federal and state income tax purposes and, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit respect to the issuing bankFunds and any earnings thereon, to adopt in its tax returns such reasonable and appropriate positions as will alleviate or minimize to the maximum extent possible, any liability of Agent for Taxes, but which are not reasonably likely to result in an increase in taxes to the Corporation. The Corporation further agrees to indemnify each Agent, and to hold each Agent harmless from and against any liability for Taxes (including for Taxes payable with respect to this indemnification, and whether arising upon the entire sum so obtained shall be paid filing of a return or a subsequent adjustment by any taxing authority) arising with respect to the beneficiaryFunds or earnings thereon, and to be held until Tenant would otherwise be entitled to the return pay or reimburse Agent promptly in respect of the letter of credit, subject to Landlord's right to apply such sums Taxes (including for Taxes paid by Indemnitee as permitted under this LeaseAuthorized Expenses hereunder).

Letter of Credit. The Security Deposit may shall be in the form of an irrevocable standby letter of credit (the "Security LC") in favor of Landlord (or at Landlord's request, in favor of Landlord and/or its mortgagee, provided that its mortgagee is Xxxxx Fargo Bank, National Association or another institutional lender) as beneficiary. Upon Landlord's sole but reasonable determination that an event Event of default Default by Tenant has occurred under the Lease, Landlord, in addition to all other rights and remedies provided to Landlord under the Lease, the beneficiary of the Security LC shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay, and for replacing or increasing the Security LC as set forth in SECTION 21.5 below. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, Landlord and/or the Landlord's mortgageemortgagee (provided that its mortgagee is Xxxxx Fargo Bank, National Association or another institutional lender), shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have having a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section SECTION 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereonthereon and to hold the proceeds as a security deposit in accordance with this ARTICLE 21), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15the later of: one year after its date of issuance or March 1, 20042005. Landlord hereby consents to Tenant's use of XX Xxxxxx Chase, at Tenant's election, for the issuance of its initial letter of credit. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Lease Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlordbeneficiary's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to Article 21 of that certain Lease dated January ___, 2003 between ___________________, 200__ between Marlborough Campus Limited Partnership, Landlord, and EXACT Sciences Cytyc Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord The beneficiary under the Security LC shall have the right right, subject to Applicable Laws to transfer the letter of credit to Landlord or Landlord's mortgageemortgagee (provided that its mortgagee is Xxxxx Fargo Bank, National Association or another institutional lender), without cost to landlord Landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right right, subject to Applicable Laws, to transfer the letter of 55 credit to the transferee without cost to Landlord or its transferee, and and, provided that the transferee assumes Landlord's obligations under the Lease with respect to the letter of credit, thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Lease Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Lease Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, credit complying with all of the terms and conditions of this Article ARTICLE 21 ("Substitute Letter of Credit"), is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held as a security deposit in accordance with the provisions of this ARTICLE 21 until either Tenant tenders to Landlord a Substitute Letter of Credit in exchange for such proceeds (in which event Landlord shall exchange such proceeds for the Substitute Letter of Credit) or until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.

Letter of Credit. Simultaneously with the execution and delivery of this Lease, Tenant has delivered to Landlord as security for the performance of the obligations of Tenant hereunder cash or a letter of credit in the amount specified in Section 2.3 in accordance with this Section (as renewed, replaced, and/or reduced pursuant to this Section, the “Letter of Credit”). The Security Deposit may Letter of Credit shall be in the form attached as Exhibit G to this Lease or such other form as Landlord may reasonably approve. If there is more than one Letter of an irrevocable standby letter Credit so delivered by Tenant, such Letters of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws Credit shall be insufficient collectively hereinafter referred to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to as the letter “Letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire yearCredit”. The following terms and conditions shall govern the letter Letter of credit: Credit (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord and be that has an office in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord)Skokie, providedIllinois, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that require only the presentation to the issuer continues of a certificate of the holder of the Letter of Credit stating either (a) that a default has occurred under this Lease after the expiration of any applicable notice and cure period (or stating that transmittal of a default notice is barred by applicable bankruptcy or other law if such is the case) or (b) stating that Tenant has not delivered to meet this standard, and if it does not, Tenant shall replace Landlord a new Letter of Credit having a commencement date immediately following the letter or credit within twenty (20) days after Landlord's request expiration of the existing Letter of Credit in accordance with a letter of credit meeting all the requirements of this Section 21.2the Lease, and Tenant's failure to do so (iii) shall be deemed payable to be an event of default entitling Landlord and its successors in interest as the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease Landlord and shall otherwise be in form reasonably acceptable freely transferable without cost to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit any such successor or any replacement letter lender holding a collateral assignment of credit Landlord’s interest in the Lease, (iv) shall be irrevocable for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than issuer shall, at least forty-five (45) days after prior to the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving scheduled expiration date, give Landlord written notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period of the Term shall be for a term ending not less than earlier then the date sixty (60) days prior to after the last day of the Term. If Tenant shall be in default under the Lease, after the expiration of the then current term any applicable notice or cure period (or if transmittal of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election a default or other notice is stayed or barred by the issuing bank not to renew the letter of credit applicable bankruptcy or other law), Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is be entitled to draw on upon the letter Letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation Credit to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled extent reasonably necessary to draw on this letter of credit pursuant to that certain Lease dated January ___cure such default. If, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later less than thirty (30) days prior before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit having a commencement date immediately following the expiration of the existing Letter of Credit in accordance with this Section, Landlord shall also have the right to draw upon the full amount of the Letter of Credit without giving any further notice to Tenant. Such failure to timely deliver a new Letter of Credit shall be deemed to be an Event of Default by Tenant (without the necessity of further notice or cure period notwithstanding anything in this Lease to the expiration thereof)contrary. Landlord may, irrevocable and automatically renewable as above provided but shall not be obligated to, apply the amount so drawn to the date which is forty-five extent necessary to cure Tenant’s default under the Lease. Any funds drawn by Landlord on the Letter of Credit and not applied against amounts due hereunder shall be held by Landlord as a cash security deposit, provided that Landlord shall have no fiduciary duty with regard to such amounts, shall have the right to commingle such amounts with other funds of Landlord, and shall pay no interest on such amounts. After any application of the Letter of Credit by Landlord in accordance with this paragraph, Tenant shall reinstate the Letter of Credit to the amount then requited to be maintained hereunder, within thirty (30) days of demand. Within sixty (60) days after the Expiration Date upon the same terms as the expiring letter of credit expiration or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all earlier termination of the terms Term the Letter of Credit and conditions of this Article 21 is not timely receivedany cash security deposit then being held by Landlord, the beneficiary may present such letter of credit to the issuing bankextent not applied, and the entire sum so obtained shall be paid returned to the beneficiary, to be held until Tenant would otherwise be entitled to the return provided that no Event of the letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseDefault is then continuing.

Letter of Credit. The Security Deposit Concurrent with Txxxxx’s execution and delivery of this Lease, Tenant shall deliver to Landlord, as collateral for the full performance by Tenant of all of its obligations under this Lease, and for all losses and damages Landlord may be suffer as a result of Tenant’s failure to comply with one or more provisions of the Lease, including, but not limited to, any post lease termination damages under Section 1951.2 of the California Civil Code, an Irrevocable Standby Letter of Credit substantially in the form attached hereto as Exhibit G (the “Letter of an irrevocable standby letter of credit Credit”) in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default of Two Hundred Sixty-Five Thousand Thirty-Two and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five 90/100 Dollars (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year$265,032.90). The following terms and conditions shall govern apply to the letter Letter of creditCredit: (i) 5.1. The letter Letter of credit Credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably financial institution acceptable to Landlord but in any event (i) that is chartered under the laws of the United States, any State thereof or the District of Columbia, and be in which is insured by the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H Federal Deposit Insurance Corporation (the form of which shall be deemed "reasonably acceptable" to Landlord“FDIC”), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall whose long-term, unsecured and unsubordinated debt obligations have at least a Standard & Poors rating of "“A" ” or better (and Tenant shall provide evidence annually that the issuer continues to meet this standardbetter, and if it does not, Tenant shall replace the letter or credit within twenty (20iii) days after Landlord's request with either (x) has a letter of credit meeting all the requirements counter located in Santa Cxxxx County upon which draws can be made in person, or (y) has a local correspondent based in Santa Cxxxx County upon which draws can be made in person without delay. The Letter of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), Credit shall comply with all of the terms and conditions of this Lease Paragraph and shall otherwise be in a form reasonably acceptable to Landlord, in Landlord’s sole discretion. 5.2. The initial letter Letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit Credit or any replacement letter Letter of credit Credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five two (452) days after months subsequent to the then current Expiration Date of this Lease (the “LOC Expiration Date”) without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter Letter of credit Credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter Letter of credit Credit that it does not intend to renew the letter Letter of creditCredit. Tenant Txxxxx understands that the election by the issuing bank not to renew the letter Letter of credit Credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter Letter of credit Credit in favor of Landlord through such datethe LOC Expiration Date. (iii) 5.3. Landlord, or the beneficiary its then authorized representative, upon Txxxxx’s failure to comply with one or more provisions of the letter of creditthis Lease or as otherwise specifically agreed by Landlord and Tenant pursuant to this Lease or any amendment hereof, without prejudice to any other remedy provided in this Lease, or by Applicable Laws and without any additional notice or cure period, shall have the right from time to time to make one or more draws on the Letter of Credit and use all or part of the proceeds in accordance with Paragraph 5.4 below. In addition, if Txxxxx fails to furnish a renewal or replacement letter of credit complying with all of the provisions of this Paragraph 5 at any time that least sixty (60) days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord has determined that an event may draw upon such Letter of default has occurred under Credit and hold the proceeds thereof (and such proceeds need not be segregated) in accordance with the terms of this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) belowParagraph 5. Funds may be drawn down on the letter Letter of credit Credit upon presentation to the issuing bank of Landlord's (or Landlord's ’s then managing agent'sauthorized representative’s) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time"certification. (iv) 5.4. Tenant acknowledges and agrees (and the letter Letter of credit Credit shall so state) that the letter Letter of credit Credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate). The proceeds of the Letter of Credit shall be applied exclusively and only: (a) against any rent or other amounts payable by Tenant under this Lease that is not paid when due; (b) against all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease, including any damages arising under Section 1951.2 of the California Civil Code following termination of this Lease; (c) against any costs incurred by Landlord in connection with this Lease (including attorneys’ fees); and (d) against any other amount that Landlord may spend or become obligated to spend by reason of Txxxxx's default. Provided Tenant has performed all of its obligations under this Lease, Lxxxxxxx agrees to pay to Tenant within sixty (60) days after the LOC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the LOC Expiration Date a voluntary petition is filed by Tenant or any guarantor, or an involuntary petition is filed against Tenant or any guarantor by any of Tenant's or guarantor's creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this Lease, have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal. 5.5. If, as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the amount set forth in this Paragraph 5, Tenant shall, within ten (v10) days thereafter, provide Landlord shall have with additional letter(s) of credit in an amount equal to the right to transfer the deficiency (or a replacement letter of credit in the total amount required pursuant to Landlordthis Paragraph 5), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Paragraph 5, and if Txxxxx fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the same shall constitute an incurable Event of Default by Txxxxx. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. 5.6. Landlord may, at any time and without notice to Tenant and without first obtaining Tenant's mortgageeconsent thereto, without cost transfer all or any portion of its interest in and to landlord the Letter of Credit to another party, person or its entity, including Lxxxxxxx's mortgagee and/or to have the Letter of Credit reissued in the name of Lxxxxxxx’s mortgagee. In the event of a transfer of Landlord's If Landlord transfers its interest in the Premises, Landlord shall have Building and transfers the right to transfer the letter Letter of credit Credit (or any proceeds thereof then held by Landlord) in whole or in part to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the partiesparties hereto, thereupon be released by Tenant from all liability therefor, and it is agreed that the . The provisions hereof shall apply to every transfer or assignment of said letter all or any part of credit the Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant's sole cost and expense, execute and submit to the issuer of the Letter of Credit such applications, documents and instruments as may be necessary to effectuate such transfer. Tenant shall be responsible for paying the issuer's transfer and processing fees in connection with any transfer of the Letter of Credit and, if Landlord advances any such fees (without having any obligation to do so), Tenant shall reimburse Landlord for any such transfer or processing fees within ten (10) days after Landlord’s written request therefor. (vi) Without limiting 5.7. If the generality Letter of the foregoing, if the letter of credit Credit expires earlier than forty-five days after the LOC Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter Letter of creditCredit, Landlord shall accept a renewal thereof or substitute letter Letter of credit Credit (such renewal or substitute letter Letter of credit Credit to be in effect not later than thirty sixty (3060) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to through the date which is forty-five days after the LOC Expiration Date upon the same terms as the expiring letter Letter of credit Credit or upon such other terms as may be acceptable to Landlord. However, if (ia) the letter Letter of credit Credit is not timely renewed, or (iib) a substitute letter Letter of creditCredit, complying with all of the terms and conditions of this Article 21 paragraph is not timely received, the beneficiary Landlord may present such letter Letter of credit Credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiaryLandlord, to be held until Tenant would otherwise by Landlord. Notwithstanding the foregoing, Landlord shall be entitled to receive from Tenant all attorneys' fees and costs incurred in connection with the return review of any proposed substitute Letter of Credit pursuant to this Paragraph. 5.8. Landlord and Tenant (a) acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or any proceeds thereof be deemed to be or treated as a “security deposit” under any Applicable Laws applicable to security deposits in the commercial context including Section 1950.7 of the letter California Civil Code, as such section now exist or as may be hereafter amended or succeeded (“Security Deposit Laws”), (b) acknowledge and agree that the Letter of creditCredit (including any renewal thereof or substitute therefor or any proceeds thereof) is not intended to serve as a security deposit, subject and the Security Deposit Laws shall have no applicability or relevancy thereto, and (c) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to Landlord's right or arising from the Security Deposit Laws. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of Applicable Laws, now or hereafter in effect, which (i) establish the time frame by which Landlord must refund a security deposit under a lease, and/or (ii) provide that Landlord may claim from the security deposit only those sums reasonably necessary to apply such remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums as permitted under specified above in this Paragraph 5 and/or those sums reasonably necessary to compensate Landlord for any loss or damage caused by Tenant’s breach of this Lease, or the acts or omission of Tenant, including any damages Landlord suffers following termination of this Lease. 5.9. Notwithstanding anything to the contrary contained in the Lease, as amended hereby, in the event that at any time the financial institution which issues said Letter of Credit is declared insolvent by the FDIC or is closed for any reason, Tenant must immediately provide a substitute Letter of Credit that satisfies the requirements of this Lease, hereby from a financial institution acceptable to Landlord, in Landlord’s sole discretion. 5.10. If Tenant’s Financial Information (defined below) reflects six (6) consecutive quarters of profitability at any time during the Lease Term, as evidenced by Tenant’s Financial Information, then Tenant shall have the right to reduce the Letter of Credit as provided herein (the “Profitability Test”). If Tenant satisfies the Profitability Test, then Tenant shall have the right to reduce the Letter of Credit to $88,341.30 (the “Test Reduction”). If Txxxxx has not satisfied the Profitability Test to reduce the principal balance of the Letter of Credit by the expiration of the thirty-sixth (36th) month following the Commencement Date, Tenant may reduce the Letter of Credit to $132,511.95. In no event shall the principal amount of the Letter of Credit be less than $88,341.30 during the Term. If Txxxxx believes it is entitled to a reduction in the Letter of Credit, Tenant shall provide Landlord with written notice requesting that the Letter of Credit be reduced as provided above (the “Reduction Notice”). Concurrent with Txxxxx’s delivery of a Reduction Notice related to a Test Reduction, Tenant shall also deliver to Landlord for review Tenant’s most recent audited financial statements prepared in the ordinary course of Tenant’s business or, if unaudited, certified by Txxxxx’s chief financial officer as being prepared in accordance with Generally Accepted Accounting Principles (GAAP) and true, complete and correct in all material respects (“Tenant’s Financial Information”). If Tenant provides Landlord with a Reduction Notice, and Tenant is entitled to reduce the face amount of the Letter of Credit as provided herein, any reduction in the face amount of the Letter of Credit shall be accomplished by Tenant providing Landlord with a substitute Letter of Credit in the reduced amount or an amendment to the Letter of Credit. Any substitute Letter of Credit shall comply with the requirements of this Paragraph 5. Landlord shall return the prior Letter of Credit within five (5) business days after receipt of a Letter of Credit meeting the requirements of this Paragraph 5. 5.11. Notwithstanding anything to the contrary contained herein, if Tenant has been in default under this Lease beyond any applicable notice and cure period at any time prior to submission of a Reduction Notice under Paragraph 5.10 above, then Tenant’s right to reduce the face amount of the Letter of Credit, as described herein, shall be null and void and of no further force and effect as to any of the reduction opportunities that may remain unexercised by Tenant at such time.

Letter of Credit. The Security Deposit may be Tenant shall deliver to Landlord on the later to occur of (i) completion of Landlord’s assignment of this Lease in connection with Landlord’s reorganization, (ii) concurrently with its execution of this Lease, as security for the form performance of Tenant’s covenants and obligations under this Lease, an original irrevocable standby letter of credit credit, (iii) within ten (10) Business Days of Landlord’s written request therefor if Landlord elects not to complete its reorganization; or (iv) the Suite 1100 Delivery Date (the “Letter of Credit”) in favor the amount of Three Million Four Hundred Thousand Dollars ($3,400,000.00), naming Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event , which Landlord may draw upon to cure any Event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability Default under the Lease shall thereby (or any breach under this Lease where there exist circumstances under which Landlord is enjoined or otherwise prevented by operation of law from giving to Tenant a written notice which would be discharged but only necessary for such failure of performance to the extent that such draws cover the amount in default and Tenant shall remain liable constitute an Event of Default under this Lease), or to compensate Landlord for any amounts that damage Landlord incurs as a result of such draws shall be insufficient Event of Default and to pay. which Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of entitled under the terms and conditions of this Lease and Lease. Any such draw on the Letter of Credit shall otherwise not constitute a waiver of any other rights of Landlord with respect to such Event of Default, breach or failure to perform. The Letter of Credit shall be in form issued by a major commercial bank reasonably acceptable to Landlord. The initial letter of credit shall , have an expiration date not earlier than August 15, 2004. the sixtieth (ii60th) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days day after the then current Expiration Date of applicable expiration date under this Lease without any action whatsoever on (or, in the part alternative, have a term of Landlord; provided that not less than one (1) year and be automatically renewable for an additional one (1) year period unless notice of non-renewal is given by the issuing bank shall have the right not to renew the letter of credit by giving written notice issuer to Landlord not less later than sixty (60) days prior to the expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. In addition, the Letter of Credit shall provide that, in the event of Landlord’s assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord without charge and without recourse to the assignee or transferee of such interest and the bank shall confirm the same to Landlord and such assignee or transferee. The Letter of Credit shall provide for payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with a statement by Landlord that the requested sum is due and payable from Tenant to Landlord in accordance with the provisions of this Lease, shall be in the form attached hereto as Exhibit C, and to the extent different from the form attached hereto as Exhibit C, otherwise be in form and content reasonably satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than sixty (60) days after the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred applicable expiration date under this Lease, then throughout the term of this Lease (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least fifteen (15) Business Days prior to the date the Letter of Credit expires. If Landlord draws on the Letter of Credit pursuant to the terms hereof, Tenant shall within five (5) Business Days after notice thereof from Landlord replenish the Letter of Credit or provide Landlord with an additional or amended letter of credit conforming to the requirements of this paragraph so that the amount available to Landlord from the Letter of Credit(s) provided hereunder is the amount specified in this Lease. Tenant’s failure to deliver any replacement, additional or extension of the Letter of Credit, or evidence of renewal of the Letter of Credit, within the time specified under this Lease shall be an Event of Default. If Landlord liquidates any portion of the Letter of Credit pursuant to this Xxxxxxxxx 0, Xxxxxxxx shall hold the funds received from the Letter of Credit as a cash security deposit for Tenant’s performance under this Lease, subject to reduction of the Security Deposit as provided below. Landlord shall not be required to segregate such security deposit from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. If Tenant is not in default at the expiration or termination of this Lease, within sixty (60) days thereafter Landlord shall return to Tenant the Letter of Credit or the balance of the security deposit then held by Landlord, as applicable; provided, however, that in no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its covenants and obligations hereunder. Tenant hereby unconditionally and irrevocably waives the benefits and protections of California Civil Code Section 1950.7, and, without limitation of the scope of such waiver, acknowledges that Landlord may use all or any part of the Letter of Credit or the proceeds thereof to compensate Landlord for damages resulting from termination of this Lease and the tenancy created hereunder (including, without limitation, damages recoverable under California Civil Code Section 1951.2) to the extent Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of damages under the terms and conditions of this Article 21 Lease. Notwithstanding the foregoing, provided that no Event of Default, or a default that subsequently matures into an Event of Default (or any monetary breach under this Lease where there exist circumstances under which Landlord is not timely receivedenjoined or otherwise prevented by operation of law from giving to Tenant a written notice which would be necessary for such monetary breach to constitute an Event of Default under this Lease), by Tenant under this Lease has occurred on or prior to November 1, 2018, the beneficiary may present such letter Letter of credit Credit amount required hereunder shall reduce by an amount equal to two (2) months’ Monthly Rent (based on the issuing bankMonthly Rent due at the time of the reduction). Thereafter, and if the entire sum so obtained same conditions apply on each anniversary of November 1, 2018, the Letter of Credit amount required hereunder shall be paid reduce each year by an amount equal to one (1) month’s Monthly Rent (based on the beneficiary, to be held until Monthly Rent due at the time of the reduction). If Tenant would otherwise be is entitled to any reduction in the return amount of the letter Letter of creditCredit, subject Landlord shall cooperate with Tenant as soon as reasonably practicable following Tenant’s request to Landlord's right replace or amend the then existing Letter of Credit to apply reflect such sums reduced amount required hereunder; provided, however, that in no event shall any such reduction be construed as permitted an admission by Landlord that Tenant has performed all of its covenants and obligations under this Lease.

Letter of Credit. The Security Deposit may be Upon the full and final execution of this Agreement ---------------- and as a condition precedent to the effectiveness of this Agreement, in lieu of a cash deposit, REIT OP shall deliver to Prudential an unconditional, irrevocable letter of credit issued by BankBoston in the amount of Thirteen Million One Hundred Twenty-Five Thousand Dollars ($13,125,000.00) in favor of Prudential as beneficiary to secure the full performance of REIT OP's obligations under this Agreement, in the form of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H E-1 ----------- (the "LETTER OF CREDIT"). Unless converted to cash collateral as provided ---------------- below, Prudential shall return the Letter of Credit to REIT OP at Closing in accordance with Section 6.3.23 or in such other circumstances in which REIT OP -------------- is entitled to its return pursuant to the terms of this Agreement. If at or prior to the Closing Prudential determines in its sole discretion that REIT OP is in default of its obligations under this Agreement or if the Letter of Credit is about to expire, Prudential may, three (3) Business Days after delivery of notice to REIT OP of such default or impending expiration and Prudential's intention to draw upon the Letter of Credit, draw upon the Letter of Credit by providing a draw certificate to BankBoston in the form attached to the Letter of which shall be deemed "reasonably acceptable" Credit together with a draft payable to Landlord)Prudential, provided, however, that in the final maturity dateevent that REIT OP notifies Prudential of its ----------------- objection to such drawing within such three (3) day period, if anyPrudential may convert the Letter of Credit to cash collateral by providing a draw certificate to BankBoston in the form attached to the Letter of Credit together with a draft payable to REIT OP's Lead Title Insurer. In such event BankBoston shall immediately wire Thirteen Million One Hundred Twenty-Five Thousand Dollars ($13,125,000.00) in immediately available United States, set forth in any letter of credit acceptable federal funds (the "ESCROW FUND") to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) belowREIT OP's Lead Title Insurer. The issuing bank Escrow Fund shall have ----------- thereafter be held and delivered by Prudential's Title Company as escrow agent in accordance with the provisions of the Escrow Agreement attached hereto as EXHIBIT E-2 and made a Standard & Poors rating of "A" or better (part hereof and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so any interest earned thereon shall be deemed to be an event of default entitling the beneficiary ----------- considered a part of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgageeEscrow Fund. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply Letter of Credit has been converted to every transfer or assignment of said letter of credit cash collateral pursuant to a new landlord. (vi) Without limiting Section 2.3 and the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely receivedClosing nevertheless occurs thereafter, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained Escrow Fund shall be paid returned to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseREIT OP at Closing.

Letter of Credit. The Security Deposit may 18.1 Subtenant shall, on execution of this Sublease, deliver to Sublandlord and cause to be in effect during the form of Sublease Term an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Leaseunconditional, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit (“LOC”) in favor the amount of Landlord through $136,000.00 (the date set forth in subsection 21.2 “LOC Amount”) for an initial term of one (ii1) below. The issuing bank year and which shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall thereafter renew automatically renew on a from year to year basis until a period ending not earlier than forty-five (45) days after year, unless the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing LOC bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than Sublandlord at least thirty (30) days prior to such expiration date of the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may LOC. The LOC shall be in a commercially reasonable form acceptable to LandlordSublandlord and shall be issued by an LOC bank selected by Subtenant and acceptable to Sublandlord. HoweverAn LOC bank is a bank that accepts deposits, if (i) the letter of credit is not timely renewedmaintains accounts, or (ii) has a substitute local office that will negotiate a letter of credit, complying with and the deposits of which are insured by the Federal Deposit Insurance Corporation. Subtenant shall pay all expenses, points, or fees incurred by Subtenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Subtenant without the prior written consent of Sublandlord. Subtenant acknowledges that Sublandlord has the terms right to transfer or mortgage its interest in the Premises and conditions in this Sublease and Subtenant agrees that in the event of this Article 21 is not timely receivedany such transfer or mortgage, Sublandlord, at its cost, shall have the beneficiary may present such letter of credit right to transfer or assign the LOC and/or the LOC Security Deposit to the issuing banktransferee or mortgagee, and in the entire sum so obtained event of such transfer, Subtenant shall be paid look solely to the beneficiary, to be held until Tenant would otherwise be entitled to such transferee or mortgagee for the return of the letter LOC and/or the LOC Security Deposit. 18.2 Subtenant may, from time to time, replace any existing LOC with a new LOC if the new LOC (a) becomes effective at least thirty (30) days before expiration of creditthe LOC that it replaces; (b) is in the required LOC amount; (c) is issued by an LOC bank acceptable to Sublandlord; and (d) otherwise complies with the requirements of this Paragraph. 18.3 Sublandlord shall hold the LOC as security for the performance of Subtenant’s obligations under this Sublease. If, subject after notice and failure to Landlord's cure within any applicable period provided in this Sublease, Subtenant defaults on any provision of this Sublease, Sublandlord may, without prejudice to any other remedy it has, draw on that portion of the LOC necessary to (a) pay Rent or other sum in default; (b) pay or reimburse Sublandlord for any amount that Sublandlord may spend or become obligated to spend in exercising Sublandlord’s rights under this Sublease (including, the right of Sublandlord to Perform Subtenant’s covenants); and/or (c) compensate Sublandlord for any expense, loss, or damage that Sublandlord may suffer because of Subtenant’s default. If Subtenant fails to renew or replace the LOC at least twenty (20) days before its expiration, Sublandlord may, without prejudice to any other remedy it has, draw on the entire amount of the LOC. 18.4 Any amount of the LOC that is drawn on by Sublandlord but not applied by Sublandlord shall be held by Sublandlord as a security deposit (the “LOC Security Deposit”) in accordance with this Sublease. Subtenant shall thereafter have the right to apply replace the LOC Security Deposit with a LOC meeting the requirements of this Article 18. 18.5 If Sublandlord draws on any portion of the LOC and/or applies all or any portion of such sums as permitted draw, Subtenant shall, within five (5) business days after demand by Sublandlord, either (a) deposit cash with Sublandlord in an amount that, when added to the amount remaining under the LOC and the amount of any LOC Security Deposit, shall equal the LOC Amount then required under this LeaseParagraph; or (b) reinstate the LOC to the full LOC Amount.

Letter of Credit. The Security Deposit may be Concurrently upon the Guaranty Expiration Date (as defined in the form Guaranty), Tenant agrees to provide, at Tenant’s sole cost and expense, a Letter of an irrevocable standby letter Credit (as defined below) in the Letter of credit in favor Credit Required Amount (as defined below) as security for the faithful performance and observance by Tenant of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event all of default has occurred under the provisions of this Lease, Landlordon the terms and conditions set forth below. The use, in addition application or retention of the Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to all other rights proceed against the Letter of Credit and remedies the Letter of Credit shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. As used herein the term “Letter of Credit Required Amount” initially means $3,093,090.00. Subject to the remaining terms of this Article 21, and provided under the LeaseReduction Conditions (as defined below) have been satisfied at the particular reduction effective date, Tenant shall have the right to draw from reduce the letter Letter of credit Credit Required Amount so that the new Letter of Credit Required Amount shall be $2,062,060.00 effective as of the first day of the first calendar month after the Reduction Conditions (as defined below) shall have been satisfied for twenty-four (24) consecutive months, and apply $1,031,030.00 effective as of the proceeds, or any part thereof, first day of the first calendar month after the Reduction Condition (as defined below) shall have been satisfied for thirty-six (36) consecutive months]. If Tenant is not entitled to amounts owing under reduce the Lease; but Tenant's liability under the Lease shall thereby be discharged but only Letter of Credit Required Amount as of a particular reduction effective date due to the extent that such draws cover failure of one or more of the Reduction Conditions, then any subsequent reduction(s) Tenant is entitled to hereunder shall be reduced by the amount of the reduction Tenant would have been entitled to had all of the Reduction Conditions been satisfied. If Tenant is entitled to a reduction in default the Letter of Credit Required Amount, Tenant shall provide Landlord with written notice requesting that the Letter of Credit Required Amount be reduced as provided above (the “Reduction Notice”). If Tenant provides Landlord with a Reduction Notice, and Tenant shall remain liable for any amounts that such draws is entitled to reduce the Letter of Credit Required Amount as provided herein, the reduction shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against effectuated by Tenant before resorting to replacing the letter Letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, Credit then such letter of credit shall be returned being held by Landlord with a new Letter of Credit in the new Letter of Credit Required Amount or amending the then-existing Letter of Credit to Tenant within fortythat new Letter of Credit Required Amount. The term “Letter of Credit” means that certain one-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such year irrevocable letter of credit, by means in the Letter of a rent creditCredit Required Amount, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto L/C Bank, as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity daterequired under Section 21.2 and, if anyapplicable, set forth in any letter of credit acceptable to Landlord shall notas extended, in any eventrenewed, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" replaced or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right modified from time to time to make one or more draws on the in accordance with this Lease, which letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may will be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, transferable and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon substantially the same terms form as attached Exhibit G. The term “Reduction Conditions” means the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) following conditions which have been satisfied in Tenant’s annual audited financial statement for the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.applicable time period:

Letter of Credit. The Security Deposit may (a) As security for the full and faithful performance of every provision of this Lease to be in the form of performed by Tenant, Tenant shall deposit with Landlord not later than March 31, 2005 an irrevocable standby letter of credit in favor the amount determined pursuant to Section 28(b) which shall be payable to Landlord from a bank acceptable to Landlord and substantially in the form attached hereto as EXHIBIT B or in such other form as shall be acceptable to Landlord in its reasonable discretion (the "LETTER OF CREDIT"). The Letter of Credit (I) shall not contain any conditions to draws by Landlord thereunder other than as beneficiaryshall be agreed to or permitted by Landlord in its sole and absolute discretion and (II) shall not expire prior to the Lease Expiration Date, as it may be extended pursuant to Section 3(b), PROVIDED, HOWEVER, that the Letter of Credit may contain an earlier expiration date and provide for automatic renewal on a yearly basis, as long as (A) the bank issuing the Letter of Credit is required to provide Tenant and Landlord with sixty (60) days' written notice prior to any expiration or non-renewal of the Letter of Credit, and (B) Landlord actually receives such notice prior to any expiration or non-renewal of the Letter of Credit. Upon If an Event of Default has occurred with respect to any term, covenant or provision under this Lease, including but not limited to making payments of Fixed Rent or Additional Rent, Landlord shall have the right, at Landlord's sole but reasonable determination that an event discretion and upon the expiration of default has occurred any applicable cure periods set forth under the this Lease, to draw upon the Letter of Credit any amounts reasonably necessary to cure such default by Tenant. Landlord's holding of the Letter of Credit shall not bar Landlord from pursuing or enforcing any other rights, at law or equity, which Landlord may have against Tenant. (b) The amount of the Letter of Credit shall be determined based upon the market value of all publicly issued and outstanding equity securities of Tenant at the end of the business day on Tuesday, March 1, 2005, if any. The amount of the Letter of Credit shall be determined as follows: MARKET CAPITALIZATION AT END OF MARCH 1, 2005: LETTER OF CREDIT AMOUNT: $2 Billion or greater No Letter of Credit required $1.5 Billion or greater but less than $2 Billion $200,000 $1 Billion or greater but less than $1.5 Billion $300,000 $500 Million or greater but less than $1 Billion $400,000 Less than $500 Million $600,000 Not later than 5 p.m. on Friday, March 4, 2005, Tenant shall provide Landlord with written documentation of its market capitalization as of the end of the business day on March 1, 2005. If based upon Tenant' market capitalization no Letter of Credit is required to be furnished by Tenant, Tenant shall be relieved of the obligations set forth in this Section 28. (c) Tenant's failure to deliver the Letter of Credit or to maintain the Letter of Credit at the times, in the manner and in the amounts required hereunder shall be an Event of Default under this Lease. (d) If any portion of the Letter of Credit is drawn upon, Tenant shall, within fifteen (15) days after written notice thereof, deposit cash with Landlord, in addition or deliver to all other rights and remedies provided under the Lease, shall have the right to draw from the Landlord a replacement or supplemental letter of credit and apply from a bank acceptable to landlord, in an amount sufficient to restore the proceeds, or any part thereof, Letter of Credit to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to payits then required amount. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to shall return the letter Letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord Credit to Tenant within forty-five thirty (4530) days after the expiration or earlier termination of this Lease, subject to Tenant's satisfactory compliance with the Term conditions and obligations of this Lease. Landlord No Mortgagee shall reimburse Tenant be responsible for the annual cost return of or any application of the Letter of Credit, whether or not it succeeds to the position of Landlord hereunder, unless the Letter of Credit shall have been received by such Mortgagee in hand. (e) If Landlord receives notice of non-renewal or early expiration of the Letter of Credit pursuant to Section 28(a) of this Lease, then Tenant shall have thirty (30) days from the date of such letter of creditnotice, by means of a rent credit, up to, but not to exceed a credit equal to 1% time being of the essence, to provide Landlord with a replacement Letter of Credit in the then required amount of the letter of credit, per year, which credit shall be profrom a bank with a short-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors term unsecured debt rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standardfrom Standard & Poor's Ratings Services or Xxxxx'x Investor Service, and if it does not, Tenant shall replace the letter Inc. or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so from such other bank as shall be deemed acceptable to be an event Landlord in its sole and absolute discretion. Any such replacement Letter of default entitling the beneficiary of the letter of credit to draw thereon), Credit shall comply with all of the terms and conditions of this Lease and shall otherwise be in the form reasonably attached hereto as EXHIBIT B or in such other form as shall be acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004Landlord in its reasonable discretion. (iif) The letter If (i) Tenant fails to restore the Letter of credit or Credit to its required amount after any replacement letter draws thereunder pursuant to Section 28(d) of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that (ii) the Letter of Credit is scheduled to be reduced despite Tenant being in default hereunder as of such date beyond any applicable cure periods, or (iii) Tenant fails to provide Landlord is entitled with a replacement Letter of Credit pursuant to and within the time limit specified in Section 28(e) of this Lease, then Landlord shall be immediately entitled, without any further precondition whatsoever, to draw on upon the letter entire amount of credit pursuant the Letter of Credit and thereafter to subsection (vi) belowhold such amount in cash as the security deposit hereunder. Funds Landlord may be drawn down on the letter of credit upon presentation to the issuing bank of co-mingle such funds with Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlordother funds, and EXACT Sciences Corporation, Tenant, as amended from time shall have no obligation to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statementpay any interest with respect thereto. (vg) Landlord shall have the right to transfer turn over the letter Letter of credit Credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer any grantee of Landlord's interest in the PremisesPremises and, Landlord shall have the right in such event, Tenant agrees to transfer the letter of credit look solely to such grantee, and not to Landlord, with respect to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment Letter of said letter of credit to a new landlordCredit. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.

Letter of Credit. The Security Deposit may be in the form of an Tenant shall provide to Landlord a clean, irrevocable standby letter of credit as security for the performance of the obligations of Tenant hereunder, subject to the terms and conditions set forth in favor this Article X (together with any renewal or replacement thereof in accordance herewith, the “Letter of Credit”). Tenant shall provide the Letter of Credit, upon Tenant’s execution of this Lease, in the amount set forth for the Letter of Credit in Section 1.1 (“Original Amount”). Any Letter of Credit delivered hereunder shall comply with the requirements of Exhibit I attached hereto and incorporated by reference herein. Tenant has advised Landlord that Tenant has conducted one or more capital raising events resulting in an aggregate of $98,500,000 of committed capital as beneficiaryof the date of this Lease. Upon Landlord's sole but reasonable determination Tenant intends to continue to pursue additional similar capital raising events following the parties’ execution and delivery of this Lease pursuant to which Tenant anticipates obtaining at least $25,000,000 of additional capital (an “Additional Capital Event”). Tenant acknowledges and agrees that Tenant’s anticipated closing on an event Additional Capital Event is a material inducement for Landlord to enter into this Lease. Accordingly, if (i) Landlord has not previously drawn on the Letter of Credit, (ii) Tenant is not then in default has occurred under the Lease, Landlord(iii) no event or condition then exists which with notice and the passage of time would give rise to such a default, and (iv) Tenant has satisfied the Future Funding Condition (as defined below), then Tenant may decrease the amount of the Letter of Credit required to be maintained hereunder to the amounts on the dates set forth in addition to all other rights the following schedule, and remedies provided under upon Tenant’s request Landlord shall provide such confirmation or acknowledgement or, if required by the Leaseissuing bank, shall have surrender the right to draw from the Letter of Credit in exchange for a substitute letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request complies with a letter of credit meeting all the requirements of this Section 21.2and Exhibit I, and Tenant's failure as Tenant may reasonably request to do so shall be deemed to be an event of default entitling the beneficiary effect such reductions of the letter Letter of credit to draw thereon), shall comply with all Credit: Original Amount: $ 1,465,415.00 1st day of the terms and conditions Lease Year 3: $ 1,221,179.17 1st day of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter Year 4: $ 1,017,649.31 1st day of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter Lease Year 5: $ 849,041.09 1st day of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as followsYear 6: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.$ 706,700.91

Letter of Credit. The Security Deposit may be in Tenant shall deliver to Landlord concurrently with its execution of this Lease, as security for the form performance of Tenant’s covenants and obligations under this Lease, an original irrevocable standby letter of credit (the “Letter of Credit”) in favor of the amount set forth in Paragraph 2.d. above, naming Landlord as beneficiary, which Landlord may draw upon to cure any default under this Lease (or any breach under this Lease where there exist circumstances under which Landlord is enjoined or otherwise prevented by operation of law from giving to Tenant a written notice which would be necessary for such failure of performance to constitute a default under this Lease), or to compensate Landlord for any damage Landlord incurs as a result of Tenant’s failure to perform any of its obligations hereunder. Upon Landlord's sole but reasonable determination that an event Any such draw on the Letter of default has occurred under the Lease, Landlord, in addition to all Credit shall not constitute a waiver of any other rights and remedies provided under the Lease, shall have the right of Landlord with respect to draw from the letter of credit and apply the proceeds, such default or any part thereof, failure to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire yearperform. The following terms and conditions shall govern the letter Letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, Credit shall be issued by a major commercial bank reasonably acceptable to Landlord Landlord, with an Oakland or San Francisco, California, service and be in claim point for the form substantially similar to the form Letter of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord)Credit, provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. the sixtieth (ii60th) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days day after the then current Expiration Date (or, in the alternative, have a term of this Lease without any action whatsoever on not less than one (1) year and be automatically renewable for an additional one (1) year period unless notice of non-renewal is given by the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice issuer to Landlord not less later than sixty (60) days prior to the expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. If, at any period while the Letter of Credit is required to be in effect hereunder, the then current term financial condition of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not materially deteriorates from the financial condition as of the date of Landlord’s initial approval of the bank (as evidenced by a material drop in Standard & Poor’s financial services rating for such bank), then Landlord may, by written notice to renew Tenant, require that Tenant replace the letter Letter of credit Credit with a Letter of Credit issued by a major commercial bank then reasonably acceptable to Landlord. In addition, the Letter of Credit shall notprovide that, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under Landlord’s assignment or other transfer of its interest in this Lease, or that Landlord is entitled to draw on the letter Letter of credit pursuant to subsection (vi) below. Funds may Credit shall be drawn down on the letter of credit upon presentation freely transferable by Landlord, without charge and without recourse, to the issuing assignee or transferee of such interest and the bank shall confirm the same to Landlord and such assignee or transferee. The Letter of Landlord's (or Landlord's then managing agent's) certificate stating Credit shall provide for payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with a statement by Landlord that the requested sum is due and payable from Tenant to Landlord in accordance with the provisions of this Lease, shall be in the form attached hereto as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, LandlordExhibit D, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges otherwise be in form and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit satisfactory to Landlord's mortgagee, without cost to landlord or its mortgagee. In If the event Letter of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires Credit has an expiration date earlier than forty-five sixty (60) days after the Expiration Date, or then throughout the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit term hereof (such including any renewal or substitute letter extension of credit the term) Tenant shall provide evidence of renewal of the Letter of Credit to be in effect not later than thirty Landlord at least sixty (3060) days prior to the expiration thereof), irrevocable and automatically renewable as above provided date the Letter of Credit expires. If Landlord draws on the Letter of Credit pursuant to the date which is forty-five days after terms hereof, Tenant shall immediately replenish the Expiration Date upon the same terms as the expiring Letter of Credit or provide Landlord with an additional letter of credit conforming to the requirement of this paragraph so that the amount available to Landlord from the Letter of Credit(s) provided hereunder is the amount specified in Paragraph 2.d. above. Tenant’s failure to deliver any replacement, additional or upon such other terms as may be acceptable to Landlord. However, if (i) extension of the letter Letter of credit is not timely renewedCredit, or (ii) a substitute letter evidence of credit, complying with all renewal of the terms and conditions Letter of Credit, within the time specified under this Article 21 is not timely received, the beneficiary may present such letter of credit Lease shall entitle Landlord to the issuing bank, and draw upon the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return balance of the letter Letter of creditCredit then in effect. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, subject to Landlord's right to apply such sums Landlord shall hold the funds received from the Letter of Credit as permitted security for Tenant’s performance under this Lease, this Paragraph 6 shall be deemed a security agreement for such purposes and for purposes of Division 9 of the California Commercial Code, Landlord shall be deemed to hold a perfected, first priority security interest in such funds, and Tenant does hereby authorize Landlord to file such financing statements or other instruments as Landlord shall deem advisable to further evidence and/or perfect such security interest. Landlord shall not be required to segregate such security deposit from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. No holder of a Superior Interest (as defined in Paragraph 21 below), nor any purchaser at any judicial or private foreclosure sale of the Real Property or any portion thereof, shall be responsible to Tenant for such security deposit unless and only to the extent such holder or purchaser shall have actually received the same. If Tenant is not in default at the expiration or termination of this Lease, within sixty (60) days thereafter Landlord shall return to Tenant the Letter of Credit or the balance of the security deposit then held by Landlord, as applicable; provided, however, that in no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its covenants and obligations hereunder. To the extent applicable, Tenant hereby unconditionally and irrevocably waives the benefits and protections of California Civil Code Section 1950.7, and, without limitation of the scope of such waiver, acknowledges that Landlord may use all or any part of the proceeds of the Letter of Credit to compensate Landlord for damages resulting from termination of this Lease and the tenancy created hereunder (including, without limitation, damages recoverable under California Civil Code Section 1951.2).

Letter of Credit. Simultaneously with the execution of this Lease, Tenant shall deliver the Security Deposit to Landlord. The Security Deposit may be shall consist of an irrevocable letter of credit substantially in the form of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition Exhibit D attached to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any made a part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for Lease (the annual cost "Letter of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire yearCredit"). The following terms and conditions shall govern the letter Letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, Credit shall be issued by a commercial either Allfirst Bank or such other federally insured bank with branches in the Washington, D.C. metropolitan area which is reasonably acceptable to Landlord and shall be in the form substantially similar transferable by Landlord. Subject to the form reductions set forth below, the Letter of letter of credit attached hereto as EXHIBIT H (the form of which Credit shall be deemed "reasonably acceptable" maintained in full force and effect by Tenant throughout the Term until returned to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) belowfor cancellation. The issuing bank Security Deposit shall have a Standard & Poors rating be held by Landlord, without obligation for interest, as security for the performance of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter or credit within twenty (20) days after Landlord's request with a letter of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms obligations and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred covenants under this Lease, . It is expressly understood and agreed that the Security Deposit is not an advance rental deposit or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank a measure of Landlord's (damages in case of an Event of Default. If an Event of Default shall occur or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled if Tenant fails to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and surrender the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest Building in the Premisescondition required by this Lease, Landlord shall have the right (but not the obligation), and without prejudice to transfer any other remedy which Landlord may have on account thereof, to draw upon and use all or any portion of the letter Security Deposit to cure the default or remedy the condition of credit the Building. In the event any portion of the Security Deposit has been so used by Landlord during the Term, Tenant shall restore the Security Deposit to its full original amount within ten (10) days after Landlord has drawn upon the Security Deposit. If at any time prior to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality return of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not Security Deposit to Tenant either (a) Tenant fails to renew the letter Letter of credit, Landlord shall accept Credit for a renewal thereof or substitute letter of credit one (such renewal or substitute letter of credit to be in effect not later than 1) year period at least thirty (30) days prior to its then current expiration date, or (b) Landlord receives written notice from the expiration thereof)issuer of the Letter of Credit that such issuer does not intend to renew the Letter of Credit for another one (1) year period, irrevocable Landlord may draw upon the Letter of Credit to its full outstanding amount and automatically renewable as above provided the proceeds of such draw shall thereafter constitute the Security Deposit. If Landlord shall sell or transfer its interest in the Building, Landlord shall transfer the Security Deposit to the date purchaser or transferee, in which is forty-five event Tenant shall look solely to such purchaser or transferee for the return of the Security Deposit and Landlord shall be released from all liability to Tenant for the return of the Security Deposit. Tenant, upon request by Landlord, shall cooperate with Landlord and execute any documents which may be required to effectuate the transfer of the Security Deposit to any purchaser, transferee, or Mortgagee of the Building. Any remaining balance of the Security Deposit shall be returned to Tenant at the later of (i) thirty (30) days after the Expiration Date upon the same terms as the expiring letter or earlier termination of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, this Lease or (ii) a substitute letter the fulfillment of credit, complying with all of Tenant's obligations under this Lease following the terms and conditions Expiration Date or earlier termination of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.

Letter of Credit. The Security Deposit may be in the form (i) To further secure performance of an irrevocable standby letter of credit in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but Tenant's liability under the Lease shall thereby be discharged but only obligations hereunder to the extent that such draws cover related to the amount in default New Improvements and the Addition, Tenant shall remain liable for any amounts that such draws shall be insufficient deliver to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting prior to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. Landlord shall reimburse Tenant for the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such Commencement Date an irrevocable letter of credit (the "Letter of Credit"), which, together with any renewal, replacement or amendment thereto, shall be in favor form, scope and substance reasonably satisfactory to Landlord and to any Mortgagee. The Letter of Landlord through Credit shall be issued by JPMorgan Chase or another major international bank, reasonably acceptable to Landlord. The Letter of Credit shall be in the date amount of $337,000. If at any time as a result of any drawing thereon in accordance with the terms of this lease, the obligation of the issuer under the Letter of Credit is less than the amount set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does notpreceding sentence, Tenant shall replace the letter or credit shall, within twenty (20) days after Landlord's request with such drawing, cause the Letter of Credit to be amended to secure such original amount or replaced by a new letter of credit in at least such original amount. The Letter of Credit shall provide (a) for multiple draws, (b) that it is assignable as security for Landlord's obligations, (c) that it can be called on and paid at a United States branch or office of the issuing bank, and (d) that it is payable in full on written demand (allowing, however, up to one business day after receipt of such demand for the issuing Bank to verify the signature appearing on such demand) signed by an agent of Landlord or any Mortgagee to whom the Letter of Credit has been assigned and accompanied by such certifications by the drawer as may be required by the Letter of Credit. Any renewal or replacement of or amendment to the Letter of Credit must be acceptable in form and substance to Landlord and to any Mortgagee to whom the Letter of Credit has been assigned. (ii) If the term of the Letter of Credit is less than the term of this lease, the Letter of Credit must provide for written notice of termination to be sent to Landlord and any Mortgagee to whom the Letter of Credit has been assigned at least sixty (60) days in advance of the expiration date and, if such a notice of termination is sent or if the issuing bank no longer satisfies the requirement set forth in paragraph (i) above, and in either of such cases a replacement Letter of Credit, meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon30(b), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date is not earlier than August 15, 2004. (ii) The letter of credit received by Landlord or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, TenantMortgagee, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgageecase may be, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the letter of credit to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than at least thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to such termination date or the date which Tenant is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all given notice of the terms and conditions of this Article 21 is not timely received, deficiency in the beneficiary may present such letter of credit to requirements for the issuing bank, as the case may be, then, in addition to the provisions in paragraph (i) above, demand for payment in full under the Letter of Credit for payment into an interest bearing security deposit account, upon which account either Landlord or any Mortgagee to whom the Letter of Credit has been assigned may draw, may be made by either Landlord or any such Mortgagee. (iii) Landlord agrees that Tenant's obligations with respect to the provision of the Letter of Credit shall terminate and the entire sum so obtained Letter of Credit shall be paid returned by Landlord at such time as the following two (2) conditions are satisfied with respect to Tenant for any three (3) consecutive fiscal quarters ending after the beneficiarydate of this lease: (A) the ratio of Cash Flow to Debt Service is more than 1.10 to 1.00, to be held until computed in each case for Tenant would otherwise be entitled to the return and its Consolidated Subsidiaries on a consolidated basis in accordance with generally accepted accounting principles ("GAAP") as of the letter end of creditsuch fiscal quarter for the preceding twelve (12) months; and (B) the Net Shareholder Equity of Tenant and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP is greater than $125,000,000. As used in this Section 30(b), subject to Landlord's right to apply such sums as permitted under this Lease.the following terms shall have the following meanings:

Letter of Credit. The “Letter of Credit” means an irrevocable, unconditional, specifically assignable Letter of Credit in the amount of the Security Deposit in form satisfactory to Landlord, issued to Landlord and its assigns by a bank satisfactory to Landlord in its sole discretion that carries and maintains, throughout the term of the Letter of Credit either (i) an S&P long term rating of A (or better) and an S&P short term rating of A-1 (or better), or (ii) a Mxxxx’x long term rating of A2 (or better) and a Mxxxx’x short term rating of P-1 (or better). The Letter of Credit is optional and may be provided by the Tenant in Tenant’s sole discretion in lieu of any portion of the Security Deposit as security for the payment by Tenant of the Security Deposit. The Letter of Credit may be in an amount up to the form Security Deposit amount set forth in the Basic Provisions, or as otherwise reduced in accordance with the terms set forth herein. Upon the occurrence of an irrevocable standby letter any Event of credit in favor Default, Landlord may, from time to time, without prejudice to any other remedy, draw on the Letter of Credit to satisfy any arrears of Rent, or to pay any sums owed to Landlord as beneficiarydescribed in this Lease, or to satisfy any damage, injury, expense or liability caused to Landlord by such default. Upon Neither the delivery to Landlord of the Letter of Credit nor any draws by Landlord thereunder shall be considered an advance payment of Rent or a measure of Landlord's sole but reasonable determination that an ’s damages in the event of default has occurred under the Lease, Landlord, in addition to all other rights and remedies provided under the Lease, shall have the right to draw from the letter of credit and apply the proceeds, or any part thereof, to amounts owing under the Lease; but by Tenant's liability under the Lease shall thereby be discharged but only to the extent that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five (45) days after the expiration of the Term of this Lease. If Landlord shall reimburse Tenant for ever draw upon the annual cost Letter of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlord), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standardCredit, and if it does notthis Lease has not terminated, Tenant shall replace deliver to Landlord upon demand either an endorsement of the letter issuer of the Letter of Credit reinstating the credit for the portion thereof used by Landlord, or credit within twenty (20) days after Landlord's request with a letter an additional Letter of credit meeting all Credit, conforming to the requirements of this Section 21.24.4, in an amount equal to the portion of the original Letter of Credit used by Landlord, and Tenant's failure to do so deliver such endorsement or additional Letter of Credit within 10 Business Days after written demand shall constitute an Event of Default. Tenant shall not encumber the Letter of Credit in any manner, and Landlord shall not be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions bound by any purported encumbrance. Upon any assignment of this Lease and shall otherwise be in form reasonably acceptable to by Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) Landlord, or the beneficiary of the letter of credit, shall have the right from time to time to make one or more draws on the letter of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or that Landlord is entitled to draw on the letter of credit pursuant to subsection (vi) below. Funds may be drawn down on the letter of credit upon presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) certificate stating as follows: "The undersigned is entitled to draw on this letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and regardless of whether the Tenant disputes the content of such statement. (v) Landlord shall have the right to transfer the letter of credit to Landlord's mortgagee, without cost to landlord or its mortgagee. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer assign the letter benefits of credit the Letter of Credit to the transferee without cost to Landlord or its transfereeassignee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter have no subsequent liability for any draws against the Letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this LeaseCredit.

Letter of Credit. The Security Deposit (a) Concurrently with Tenant’s execution of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may be in the form suffer as a result of any breach or default by Tenant under this Lease, an irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”), in the form attached hereto as Exhibit D and containing the terms required herein, running in favor of Landlord as beneficiary. Upon Landlord's sole but reasonable determination that an event and issued by a solvent, nationally recognized bank with a long term rating of default has occurred A or higher, under the Leasesupervision of the Superintendent of Banks of the State of California, Landlordor a national banking association, in addition to all other rights the amount specified in Article 1 of this Lease (the “Letter of Credit Amount”). The Letter of Credit shall (i) be “callable” at sight, irrevocable and remedies provided under unconditional, (ii) be maintained in effect, whether through renewal or extension, for the Lease, shall have the right to draw period from the letter of credit Commencement Date and apply continuing until the proceeds, or any part thereof, to amounts owing under date (the Lease; but Tenant's liability under the Lease shall thereby be discharged but only to the extent “LC Expiration Date”) that such draws cover the amount in default and Tenant shall remain liable for any amounts that such draws shall be insufficient to pay. Landlord is not required to exhaust any or all rights and remedies available at law or equity against Tenant before resorting to the letter of credit. In the event the letter of credit shall not be utilized for any purposes herein permitted, then such letter of credit shall be returned by Landlord to Tenant within forty-five one hundred twenty (45120) days after the expiration of the Lease Term of this Lease. Landlord shall reimburse Tenant for (as the annual cost of such letter of credit, by means of a rent credit, up to, but not to exceed a credit equal to 1% of the required amount of the letter of credit, per year, which credit shall same may be pro-rated annually against Base Rent due for the entire year. The following terms and conditions shall govern the letter of credit: (i) The letter of credit shall be in favor of Landlord, or, at Landlord's election, the Landlord's mortgagee, shall be issued by a commercial bank reasonably acceptable to Landlord and be in the form substantially similar to the form of letter of credit attached hereto as EXHIBIT H (the form of which shall be deemed "reasonably acceptable" to Landlordextended), provided, however, that the final maturity date, if any, set forth in any letter of credit acceptable to Landlord shall not, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through the date set forth in subsection 21.2 (ii) below. The issuing bank shall have a Standard & Poors rating of "A" or better (and Tenant shall provide evidence annually that the issuer continues to meet this standard, and if it does not, Tenant shall replace the letter deliver a new Letter of Credit or credit within twenty (20) days after Landlord's request with a letter certificate of credit meeting all the requirements of this Section 21.2, and Tenant's failure to do so shall be deemed to be an event of default entitling the beneficiary of the letter of credit to draw thereon), shall comply with all of the terms and conditions of this Lease and shall otherwise be in form reasonably acceptable to Landlord. The initial letter of credit shall have an expiration date not earlier than August 15, 2004. (ii) The letter of credit renewal or any replacement letter of credit shall be irrevocable for the term thereof and shall automatically renew on a year to year basis until a period ending not earlier than forty-five (45) days after the then current Expiration Date of this Lease without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew the letter of credit by giving written notice extension to Landlord not less than at least sixty (60) days prior to the expiration of the Letter of Credit then current term held by Landlord, without any action whatsoever on the part of the letter of credit that it does not intend to renew the letter of credit. Tenant understands that the election by the issuing bank not to renew the letter of credit shall notLandlord, in any event, diminish the obligation of Tenant to maintain such an irrevocable letter of credit in favor of Landlord through such date. (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993 Revision) International Chamber of Commerce Publication #500. If Tenant exercises one or both of its options to extend the Term pursuant to Article 15 of this Lease then, not later than sixty (60) days prior to the commencement of the applicable extension period, Tenant shall deliver to Landlord a new Letter of Credit evidencing the LC Expiration Date as one hundred twenty (120) days after the expiration of the applicable extension period. Such new Letter of Credit shall be in an amount equal to the original Letter of Credit Amount. The form and terms of the Letter of Credit and the bank issuing the same (the “Bank”) shall be acceptable to Landlord, in Landlord’s sole discretion. Landlord, or the beneficiary of the letter of creditits managing agent, shall have the right from time to time draw down an amount up to make one the face amount of the Letter of Credit if any of the following shall have occurred or more draws on be applicable: (1) such amount is due to Landlord under the letter terms and conditions of credit at any time that Landlord has determined that an event of default has occurred under this Lease, or (2) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (3) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (4) the Bank has notified Landlord that Landlord the Letter of Credit will not be renewed or extended through the LC Expiration Date and the Letter of Credit is entitled to draw on the letter of credit pursuant to subsection not replaced within sixty (vi60) below. Funds may be drawn down on the letter of credit upon presentation days prior to the issuing expiration of the Letter of Credit, or (5) the long term rating of the Bank has been downgraded to A or lower and Tenant has failed to deliver a new Letter of Credit from a bank with a long term rating of A or higher and otherwise meeting the requirements set forth in this paragraph 3.7 within thirty (30) days following notice from Landlord's (or Landlord's then managing agent's) certificate stating as follows: ". The undersigned is entitled to draw on this letter Letter of credit pursuant to that certain Lease dated January ___, 2003 between ___________________, Landlord, and EXACT Sciences Corporation, Tenant, as amended from time to time" (iv) Tenant acknowledges and agrees (and the letter of credit shall so state) that the letter of credit shall Credit will be honored by the issuing bank without inquiry as to the truth of the statements set forth in such draw request and Bank regardless of whether the Tenant disputes Landlord’s right to draw upon the content Letter of such statementCredit. (vb) Landlord The Letter of Credit shall have also provide that Landlord, its successors and assigns, may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the right Letter of Credit to transfer the letter of credit to Landlord's mortgageeanother party, without cost to landlord person or its mortgageeentity. In the event of a transfer of Landlord's ’s interest in the PremisesBuilding, Landlord shall have the right to transfer the letter Letter of credit Credit, in whole or in part, to the transferee without cost to Landlord or its transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new landlord. (vi) Without limiting the generality of the foregoing, if the letter of credit expires earlier than forty-five days after the Expiration Date, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord shall accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to the date which is forty-five days after the Expiration Date upon the same terms as the expiring letter of credit or upon such other terms as may be acceptable to Landlord. However, if (i) the letter of credit is not timely renewed, or (ii) a substitute letter of credit, complying with all of the terms and conditions of this Article 21 is not timely received, the beneficiary may present such letter of credit to the issuing bank, and the entire sum so obtained shall be paid to the beneficiary, to be held until Tenant would otherwise be entitled to the return of the letter of credit, subject to Landlord's right to apply such sums as permitted under this Lease.all