Exhibit 10.33
SEVENTH AMENDMENT TO LICENSE
AGREEMENT BETWEEN
EXACT SCIENCES CORPORATION
AND
THE JOHNS HOPKINS UNIVERSITY
This Seventh Amendment (this
“Amendment”) is made effective as of December 15,
2008 by and between The Johns Hopkins University
(“JHU”) and EXACT Sciences Corporation
(“EXACT”).
WHEREAS, JHU and EXACT entered into an amended
and restated license agreement (the “Agreement”) having
a final signature date of March 25, 2003 (the “EFFECTIVE
DATE”); and
WHEREAS, JHU and EXACT amended the Agreement on
November 9, 2004, May 11, 2006, March 19, 2007,
October 17, 2008, and October 30, 2008; 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.
Sections 1.12.1(a) and
1.12.2(a) of the Agreement are hereby replaced in their
entirety with the following:
[********]
The parties hereby agree that all
references, express or implied, to the [********] minimum license
fee set forth in the Agreement shall, instead, be amended to
reference [********] and any calculations set forth in the
Agreement, for purposes of example, shall be deemed illustrative
only to the extent appropriate based on the change in minimum
annual fee from [********] to
[********] as set forth above. The minimum annual fee shall be
reduced to [********]. Thereafter, the minimum annual fee shall be
[********] ([********] if the BEAMING OPTION has been
exercised).
2.
The definition of SECOND BEAMING
EXCLUSIVE FIELD as set forth in the Fifth Amendment, dated as of
October 17, 2008, to the Agreement (the “Fifth
Amendment”) is hereby replaced in its entirety with the
following:
“SECOND BEAMING EXCLUSIVE
FIELD, for purposes of the BEAMING PATENT RIGHTS only, shall
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