Collaborative Agreement

Collaboration Agreement

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This Collaboration Agreement involves

Genomic Health, Inc | Incyte Corporation | Incyte Genomics, Inc

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Title: Collaborative Agreement

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Exhibit 10.5.4

*** Confidential Treatment Requested. Confidential portions of this document have been redacted
and have been separately filed with the Commission.

Amendment #3 to LifeSeq® Collaborative Agreement

This Amendment to the LifeSeq ^® Collaborative Agreement (this “ Amendment ”) is entered into as of October 25,2004 (the “ Amendment Effective Date ”) by and between Incyte Corporation (f/k/a Incyte Genomics, Inc.), a Delaware Corporation (“ Incyte ”) and Genomic Health, Inc., a Delaware corporation (“ GHI ”).

Recitals

WHEREAS, Incyte and GHI are parties to the LifeSeq ^® Collaborative Agreement between Incyte Genomics, Inc. and Genomic Health, Inc. dated March 30,2001 (the “ Agreement ”) as amended December 21,2001 and further amended on July 19,2002; and

WHEREAS, Incyte and GHI desire to amend and supplement of the Agreement as set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Amendment as of the Amendment Effective Date

1. The definition of “ Access Term ‘?in Article 1.0 of the Agreement is hereby deleted and replaced with the following:

“ Access Term ” shall mean the period commencing on the Effective Date and continuing in perpetuity, unless the Agreement is earlier terminated pursuant to Article 7.0.

2. The definition of “ Designated Gene ” in Article 1.0 of the Agreement is hereby deleted in its entirety and Incyte and GHI hereby agree to the following procedure for identification of a “Designated Gene”:

	(a)	In the event GHI desires to acquire a nonexclusive license in respect of a GenelGene Derivative that has been Used by GHI, in accordance with Article 3 of the Agreement, during the License Term GHI shall make a written request to Incyte identifying such Gene/Gene Derivative.

	(b)	Incyte shall, within thirty (30) days, from the date of receipt of such written request respond to GHI and advise whether or not GHI may acquire a nonexclusive license in respect of such Gene/Gene Derivative. Incyte may only advise GHI that it may not acquire a non-exclusive license in respect of such Gene/Gene Derivative if (i) Incyte has already exclusively licensed such Gene/Gene Derivative to another, or (ii) Incyte has committed to exclusively license such Gene/Gene Derivative to another, or (iii) Incyte is in bona fide negotiations with another to exclusively license such Gene/Gene Derivative.

*** Confidential material redacted and filed separately with the Commission.

(c)

GHI shall have fifteen (15) days from the date of receipt of Incyte’s response that such Gene/Gene Derivative is available for licensing to respond in writing that it wants to acquire a nonexclusive license in respect of such Gene/Gene Derivative. Upon Incyte’s receipt of such response, the specified Gene/Gene Derivative shall be deemed a “Designated Gene.”

3. All references to the term “Designated Gene/Gene Derivative” throughout the Agreement are hereby replaced with the term “Designated Gene.”

4. The definition of “ LifeSeq ^® Gold Database ” in Article 1.0 and the corresponding Exhibit A are hereby deleted in their entirety.

5. The definition of “ LifeSeq ^® Database Product(s) ” in Article 1.0 is hereby deleted and replaced with the following:

“ LifeSeq ^® Database Products ” shall mean the March 2004 release of Incyte’s proprietary database of Database Information, any LifeSeq ^® Database Products previously provided to GHI, and the December 2003 release of Incyte’s database of expressed sequence tags from rat, mouse, monkey and dog, including any gene assemblies with any derived tissue specific expression information, and referred to as ZooSeq ^® , all as provided to GHI.

6. The following definition is hereby added to Article 1.0 of the Agreement:

“ License Term ” shall mean three years beginning on the Amendment Effective Date unless earlier terminated pursuant to Article 7.0 or extended pursuant to Section 7.2.

7. The definition of “ Net Sales ” in Article 1.0 is hereby deleted and replaced with the following:

“ Net Sales ”: shall mean:

with respect to Products that are provided as products, invoiced sales by GHI, GHI Affiliates or sublicensees on all sales of Product (in final form for end use) to an unaffiliated third party (whether an end-user, a distributor or otherwise), and exclusive of intercompany transfers or sales, less the following deductions from such invoiced sales which are actually incurred, to the extent that they are reasonable and customary, and to the extent that they do not exceed *** percent (***%) of invoiced sales in a calendar quarter:

	a)	credits or allowances actually granted for damaged Products, returns or rejections of Product and retroactive price reductions;

	b)	freight, postage, shipping, customs duties and insurance charges;

	c)	normal and customary trade, cash and quantity discounts, allowances and credits;

*** Confidential material redacted and filed separately with the Commission.

	d)	uncollected amounts to the extent not exceeding * percent (*%) of invoiced sales for a calendar quarter; and

	e)	sales, value added or similar taxes measured by the billing amount, when included in billing.

with respect to Products that are provided as services, the gross invoice price for such services performed by GHI, less the following deductions where they are factually applicable and are not already reflected in the gross invoice price:

discounts allowed and taken, in amounts customary in