Exact Sciences Prices Public Offering Of Common Stock

Exact Sciences Corp. (NASDAQ: EXAS) today announced the pricing of its previously announced underwritten public offering of 5.5 million shares of its common stock, offered at a price of $12.35 per share to the public. The net proceeds to Exact from this offering are expected to be approximately $63.7 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by Exact. All of the shares in the offering are to be sold by Exact. The offering is expected to close on or about June 21, 2013, subject to the satisfaction of customary closing conditions. Exact has granted the underwriters a 30-day option to purchase up to an aggregate of 825,000 additional shares of common stock. Exact anticipates using the net proceeds from the offering for general corporate and working capital purposes, including for product development and in furtherance of its efforts to obtain FDA approval of its stool-based DNA colorectal cancer screening product and product commercialization activities.

Jefferies LLC and Robert W. Baird & Co. Incorporated acted as joint book-running managers for the offering, and William Blair & Company, L.L.C., Canaccord Genuity Inc. and Mizuho Securities USA Inc. acted as co-managers.

A shelf registration statement on Form S-3 relating to the public offering of the shares of common stock described above was filed with and declared effective by the Securities and Exchange Commission (the "SEC") on May 2, 2013. A preliminary prospectus supplement relating to the offering has been filed with the SEC, and a final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. When available, copies of the preliminary prospectus supplement may also be obtained from: Jefferies LLC, Equity Syndicate Prospectus Department, 520 Madison Avenue, 12th Floor, New York, NY 10022, or by calling 877-547-6340, or by e-mailing Prospectus_Department@Jefferies.com; or Robert W. Baird & Co. Incorporated, Attention: Syndicate Department, 777 E. Wisconsin Avenue, Milwaukee, WI 53202, or by calling 800-792-2413, or by e-mailing syndicate@rwbaird.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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