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EXHIBIT 10.32
FIRST AMENDMENT TO AGREEMENT BETWEEN
EXACT SCIENCES CORPORATION
AND
LABORATORY CORPORATION OF AMERICA HOLDINGS
This First Amendment (this "Amendment") is made and effective as of January
19, 2004, by and between LABORATORY CORPORATION OF AMERICA HOLDINGS ("LABCORP")
and EXACT SCIENCES CORPORATION ("EXACT").
WHEREAS, LabCorp and EXACT entered into an Agreement dated June 26, 2002 (the
"Agreement"); and
WHEREAS, the parties desire to amend certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree to the following amendments to the
Agreement, to be effective as of the date of execution of this Amendment:
1. Section 1.8 of the Agreement shall be deleted in its entirety and
replaced with the following:
1.8 "Exclusive Period" shall mean the period beginning on August 13,
2003, and ending on August 13, 2008, unless sooner terminated in
accordance with Section 8.1, 11.2, or 11.6.
2. Milestones 1, 2 and 3 (and the associated Milestone License Fees) on
Schedule 4 of the Agreement and Sections 1.4, 1.6 and 3.5 of the
Agreement shall be deemed eliminated for all purposes, except that
Milestone 1 shall continue to apply solely for purposes of Section
6.2.2.b.
3. Section 6.1.4 of the Agreement shall be deemed eliminated and replaced
with the following:
6.1.4 Performance-Based License Fees. If (and only if) the First
Trigger Date occurs on or before /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/, then LABCORP shall pay EXACT a non-refundable
license fee of /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ to be
paid within 30 days of the First Trigger Date. If (and only if)
the Second Trigger Date occurs on or before /*/[CONFIDENTIAL
TREATMENT REQUESTED]/*/, then LABCORP shall pay EXACT a
non-refundable license fee of /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ within 30 days of the Second Trigger Date.
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4. EXACT hereby agrees to purchase LabCorp's /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ as of the date of this Amendment at /*/[CONFIDENTIAL
TREATMENT REQUESTED]/*/ for such /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/, in amount not to exceed /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/. All such /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ is
sold "AS IS" and LabCorp disclaims any and all warranties and
representations with regard to such /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/. NO EXPRESS AND NO IMPLIED WARRANTIES OF ANY TYPE,
WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
OTHERWISE, SHALL APPLY TO THE /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/.
5. EXACT hereby agrees that LabCorp has no obligations or other
liabilities to EXACT for /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ for
all /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ and EXACT agrees that any
/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ are hereby deemed canceled
and LabCorp shall assume no responsibility for such items.
6. Each party agrees to meet, either in person or by telephone, no less
frequently than semi-monthly to the extent reasonable under the
circumstances, to evaluate /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/
relating to the commercialization of PreGen-Plus ("Sales/Marketing
Steering Committee".) The Sales/Marketing Steering Committee shall
meet on at least a quarterly basis to review progress of the
commercialization of PreGen-Plus.
7. LabCorp agrees that it will notify EXACT, at least once every two
months, of the Assay's current configuration and composition as of the
date of each notification. More frequent notifications will be made to
EXACT upon material changes to the Assay by LabCorp from time to time.
The parties agree to use reasonable efforts to collaborate and develop
an Assay notification process (the "Notification Process") within
sixty (60) days after the effective date of this Amendment that (i)
defines the specific areas of Assay configuration and composition for
which notification to EXACT will be provided, and (ii) outlines the
process by which the parties will regularly communicate on issues of
Assay evolution and development.
8. LabCorp and EXACT hereby agree that any /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ paid by LabCorp to /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ related to LabCorp's /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ from a third party for use in performing the Assay (the
"/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ Fees") will be considered a
"third party royalty" under Section 6.2.2.c of the Agreement and such
cost will be deducted from the Assay payments due EXACT under Article
6 of the Agreement; provided, however, that (i) if LabCorp does not
use its best efforts to /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ for
such license, then with respect to the /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ Fees, only up to /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ of LABCORP, its Affiliates and
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sublicensees /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ from performance
of Assays may be deducted from the Assay payments due EXACT under
Article 6 of the Agreement; and (ii) the /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ Fees shall not be deducted from the Assay payments to
EXACT to the extent:
LabCorp enters into a relationship with /*/[CONFIDENTIAL
TREATMENT REQUESTED]/*/ that makes the above-referenced license
duplicative or unnecessary for LabCorp and has the net effect of
eliminating or reducing the /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ payable by LabCorp of the /*/[CONFIDENTIAL
TREATMENT REQUESTED]/*/ Fees. For the avoidance of confusion, for
every /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ net reduction of
/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ payable by LabCorp
relating to the /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ Fees,
the amount that qualifies as a "third party royalty" under
Section 6.2.2.c. which LabCorp may deduct from the Assay payments
due to EXACT will be decreased by /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/
9. For the purposes of this Amendment, the "/*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ Agreement" shall mean that /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ dated /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/, whereby
"/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/. For the purposes of this
Amendment, /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ shall have the
same meaning as in the /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/
Agreement. For the purposes of this Amendment, the "/*/[CONFIDENTIAL
TREATMENT REQUESTED]/*/ Effective Royalty Rate" shall mean
/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ actually paid by LabCorp to
/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ during the Preliminary
Measuring Period or Full Measuring Period, as applicable, pursuant to
the /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ Agreement divided by the
/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ during the same period. For
purposes of this Amendment, the "Preliminary Measuring Period" shall
mean the period from /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ through
/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/. For purposes of this
Amendment, the "Full Measuring Period" shall mean the period from
/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ through /*/[CONFIDENTIAL
TREATMENT REQUESTED]/*/. For the purposes of this Amendment, the
"Excess" shall mean the /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/
Effective Royalty Rate minus /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/
In the event that, following the Preliminary Measuring Period, the
/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ Effective Royalty Rate is
/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ then LabCorp may request that
/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ to LabCorp an amount equal to
the Excess times /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/, and if so
requested, EXACT agrees to pay LabCorp such amount within thirty (30)
days (the "Preliminary Payment
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Amount"). In the event that, following the Preliminary Measuring
Period, the /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ Effective Royalty
Rate is /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ then the "Preliminary
Payment Amount" shall be /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/
In the event that, following the Full Measuring Period, the
/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ Effective Royalty Rate is
/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ then the "Full Payment
Amount" shall be an amount equal to the Excess times the
/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/. In the event that, following
the Full Measuring Period, the /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ Effective Royalty Rate is /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ then the "Full Payment Amount shall be /*/[CONFIDENTIAL
TREATMENT REQUESTED]/*/
In the event that following the Full Measuring Period, the Full
Payment Amount is /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ the
Preliminary Payment Amount, then LabCorp will notify EXACT and EXACT
will pay LabCorp the amount equal to /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ within 30 days after such notice.
In the event that following the Full Measuring Period, the Preliminary
Payment Amount is /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ the Full
Payment Amount, then LabCorp will notify EXACT and LabCorp will pay
EXACT the amount equal to /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/
within 30 days after such notice.
Notwithstanding the foregoing, in the event that LabCorp enters into a
relationship with /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/, at any
time during the Measuring Period, that provides LabCorp with
/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ Rights") that effectively
render the /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ (with respect to
LabCorp's performing of the Assay), then /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ shall be due from EXACT to LabCorp relating to the
Excess described above.
10. The parties recognize and agree that /*/[CONFIDENTIAL TREATMENT
REQUESTED]/*/ all amounts paid to EXACT to date from LabCorp have been
effectively earned.
11. The parties agree that /*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ and
/*/[CONFIDENTIAL TREATMENT REQUESTED]/*/ on Schedule 4 of the
Agreement will remain unmodified by this Amendment and will continue
in full force and effect, as written.
12. Except as expressly modified herein, the Agreement and all of its
terms and conditions shall continue in full force and effect.
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IN WITNESS WHEREOF, the duly authorized representatives of the parties have
executed this Amendment as of the date first above written.
LABORATORY CORPORATION OF AMERICA HOLDINGS EXACT SCIENCES CORPORATION
By: /s/ Bradford Smith By: /s/ Don Hardison
Printed Name: Bradford Smith Printed Name: Don Hardison
Title: Executive Vice President Title: President, CEO
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