0001047469-04-003292 Sample Contracts

EXACT SCIENCES CORPORATION ("Company") Common Stock TERMS AGREEMENT
Terms Agreement • February 5th, 2004 • Exact Sciences Corp • Services-commercial physical & biological research • New York

The undersigned agrees to sell to the several Underwriters named in Schedule A to the Underwriting Agreement filed as an exhibit to the Company's registration statement on Form S-3 (No. 333-108679) as amended and restated on Exhibit A attached hereto ("Underwriting Agreement") for their respective accounts, on and subject to the terms and conditions of the Underwriting Agreement, the following securities ("Offered Securities") on the following terms:

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