Diagnostics for the early detection and prevention of colorectal cancer.

Company Presentation
June 2013

Safe Harbor Statement
Certain statements made in this presentation contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “seek,” “intend,” “plan,” “estimate,” “anticipate” or other comparable terms. Forward-looking statements in this presentation may address the following subjects among others: statements regarding the sufficiency of our capital resources, expected operating losses, anticipated results and timing of our pivotal clinical trial, expectations concerning our ability to secure FDA approval of our Cologuard test, expected license fee revenues, expected research and development expenses, expected general and administrative expenses and our expectations concerning our business strategy. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our most recently filed Annual Report on Form 10-K and our subsequently filed Quarterly Reports on Form 10-Q. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. We have filed a registration statement (File No. 333-187000), including a prospectus, with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling 877-547-6340 or 800-792-2413.

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Cologuard A new paradigm in colon cancer screening

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Agenda
Colorectal Cancer Screening Opportunity Exact Sciences Solution Commercialization New Pipeline Opportunity Financial Overview

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Colorectal Cancer Overview

The most preventable, yet least prevented cancer.
– Journal of the National Cancer Institute

Source: J Natl Cancer Inst. 2009 Sep 16, Vol. 101, Issue 118 For Investigational Use Only. The performance characteristics of this product have not been established.

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The Colorectal Cancer Problem

143,460
new cases in U.S.

U.S. Annual Cancer Mortality
160,340
51,690

51,690
deaths in U.S.
28,170 37,390

39,920

1,200,000
new cases worldwide
15,500

600,000
deaths worldwide
Source: ACS Cancer Facts & Figures 2012

4,220

Cervix

Ovary

Prostate Pancreas

Breast

Colorectal

Lung

For Investigational Use Only. The performance characteristics of this product have not been established.

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The Cost of Colorectal Cancer

$14B

spent annually on treatment

Source: J Natl Cancer Inst. 2011; 103:1-12, Natl Cancer Inst. Cost of Care Projections 2010 For Investigational Use Only. The performance characteristics of this product have not been established.

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Annualized Treatment Costs for Medicare Patients

Approximately

$141,000
per patient death
Source: Mariotto, J Natl Cancer Institute 2011, January 19; 103 (2) 117-128; 2001-06 cost data, adjusted to 2010 U.S. dollars For Investigational Use Only. The performance characteristics of this product have not been established.

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Addressing Adherence Issues

of Americans are not current for recommended screening

47%

Source: ACS Colorectal Cancer Facts & Figures 2011-13 For Investigational Use Only. The performance characteristics of this product have not been established.

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Late Detection = Poor Survival Odds

60%
of cancers are detected late stage
Sources: CA Cancer J Clin; 58:130-160; ACS Colorectal Cancer Facts & Figures 2011-13; AHRQ December 2007 Tech Assessment accessible at ahrq.gov For Investigational Use Only. The performance characteristics of this product have not been established.

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14.5 million Colorectal Screenings Annually

4.3 million
Screening Colonoscopy Tests – Avg. Risk Patients

10.2 million

Fecal Blood (FOBT/FIT)

Source: CPT/HCPCS/ICD-9 Codes by Ailerion Solutions For Investigational Use Only. The performance characteristics of this product have not been established.

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Available U.S. Market

• Most physicians not happy with FIT/FOBT • >80 million average-risk Americans eligible for screening, growing to 100 million by 2020 • 20 million high-risk patients, not included in opportunity

Potential U.S. Market
30% Penetration

>$2B
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Source: Company estimates For Investigational Use Only. The performance characteristics of this product have not been established.

The Later the Detection, the Poorer the Survival Odds
Pre-Cancerous Polyps Early-Stage Cancer Late-Stage Cancer

10 years to develop

1-3 years to develop

60% new cases detected late-stage

Stage I

Stage II

Stage III

Stage IV

1 cm

2 cm

≥ 3cm

2011 Incidence1 Five-Year Survival Rates2

48,000 94%

41,000 82%

38,000 67%

31,000 12%

100%

For Investigational Use Only. The performance characteristics of this product have not been established.
1Frost 2J

and Sullivan, “U.S. Colorectal Cancer Market”; figures rounded to the nearest thousand Natl Cancer Inst 2009; 101:1412-1422

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A Convenient, Non-Invasive Solution
Detects cancer and pre-cancerous polyps Non-invasive

No bowel preparation
No diet or medication restrictions Unlimited access, can be mailed Affordable Fast results

For Investigational Use Only. The performance characteristics of this product have not been established.

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Multi-Target Screening Test
DNA Methylation
NDRG4, BMP3

DNA Mutation
KRAS

Single Test Result
If test results positive, refer to diagnostic colonoscopy

Quantitative DNA
Beta Actin

Fecal Hemoglobin
FIT

11 biomarkers 2 multiplex DNA assays 1 ELISA assay
For Investigational Use Only. The performance characteristics of this product have not been established.

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DeeP-C Pivotal Clinical Trial Takeaways

Cologuard achieved… • Colonoscopy-level cancer detection sensitivity • Pap smear-level pre-cancer detection sensitivity

A powerful, new colorectal cancer screening paradigm
For Investigational Use Only. The performance characteristics of this product have not been established.

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Data Review

Cologuard

Others

92%
cancer detection sensitivity

1 ~95%
colonoscopy cancer detection

66%
>2cm pre-cancer detection sensitivity

2 58%
Pap smear pre-cancer detection (CIN 2/3)

87%
specificity
1AHRQ

2 92%
Pap smear specificity
For Investigational Use Only. The performance characteristics of this product have not been established.

December 2007 Tech Assessment 2Ann Intern Med, 2000 (Nanda – mean of 43 studies)

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Cologuard achieved superiority to FIT for both cancer, pre-cancer sensitivity.

For Investigational Use Only. The performance characteristics of this product have not been established.

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Current Non-Invasive Test Performance

FIT1
Cancer sensitivity Pre-cancer sensitivity 66% 20%

FOBT2
13% 11%

Blood DNA3 48% 11%

Specificity

95%

95%

92%

1Gastroenterology, 2New

Aug. 2005 (Morikawa) England Journal of Medicine, Dec. 2004 (Imperiale) 3Gut (ePub ahead of print publication), Feb. 2013 (Church) Only prospective studies comparable to DeeP-C study. For Investigational Use Only. The performance characteristics of this product have not been established.

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Polyp Size & Increased Cancer Risk

~5x increase in cancer risk
Source: Muto et al., Cancer, 1975

For Investigational Use Only. The performance characteristics of this product have not been established.

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Repeat Screening: Potentially Improves Programmatic Sensitivity
Cumulative Sensitivity
Pre-Cancerous Polyps

Screening 1
Year 1 – Sen 42%

Screening 2
Year 4 – Sen 42%

Screening 3
Year 7 – Sen 66%*

42% 66% 90%
Internal calculation only. Not based on clinical evidence.
*Assumes progression of polyp to 2cm by year 7

For Investigational Use Only. The performance characteristics of this product have not been established.

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More patients screened when offered an option

69%
38%

38%

FOBT

31%
Colonoscopy

Colonoscopy
Source: Arch Intern Med. 2012;172(7):575-582

Choice

Patient compliance within 1 year
For Investigational Use Only. The performance characteristics of this product have not been established.

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Early Adoption Targets

1
Large Networks
Employ a high percent of U.S. physicians
Source: Company estimates

2
Highest Prescribers
2,000 physicians = 1.2 million tests/year

For Investigational Use Only. The performance characteristics of this product have not been established.

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Compliance Strategy Drives Test Adoption

Clinical Laboratory

Physician experience
• Education • Ease of test ordering • Visibility into compliance

Patient experience
• Collection kit to patient • Call center • Secure messaging • Educational tools

Compliance engine
• Reminders to patients • Compliance reports to physicians

For Investigational Use Only. The performance characteristics of this product have not been established.

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Compliance Strategy Increases Likelihood of Order

67%
“very likely” to order before hearing of compliance program
Source: Company research, Medspan research, 2013

82%
“very likely” to order after hearing of compliance program

96% of physicians likely to prescribe Cologuard
For Investigational Use Only. The performance characteristics of this product have not been established.

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FIT Rapidly Penetrated 10M Test/Year Market

0.2M
FIT

3.4M

FIT

FOBT 2004

FOBT

2010

FIT penetrated market with small investment, slight advantages
For Investigational Use Only. The performance characteristics of this product have not been established.
Sources: Centers for Medicare & Medicaid Services – Medicare Part B, CRC Screening NEJM MED 364;19 May 12, 2011 Annals of Internal Medicine A. Zauber 4 Nov 2008

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Reimbursement Process
Coverage
What insurer will pay

• CMS/FDA parallel review is major launch benefit

• National coverage decision (NCD) dictates mandatory Medicare coverage
• Private insurers motivated to cover and ACA may mandate coverage with USPSTF A/B rating • Request for CMS to issue G-code upon NCD • CPT code application to follow in 2014-15

Coding
Classifies laboratory procedures

Payment
Links coverage to test value

• CMS payment level expected upon product launch

• Private insurers motivated to reimburse due to current colorectal cancer screening costs & compliance rates

For Investigational Use Only. The performance characteristics of this product have not been established.

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Professional Society Guidelines

Endorses stool DNA testing in its colorectal cancer screening guidelines
Also endorsed by U.S. Multi-Society Task Force, American College of Radiology & American College of Obstetricians & Gynecologists

For Investigational Use Only. The performance characteristics of this product have not been established.

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Exact Sciences Key Milestones



December
(manufacturing)


February
(analytical)


April
Announce topline results

June
Submit 3rd FDA module
(clinical)

Additional Milestones
• Data publication • Medicare NCD application

Submit 1st Submit 2nd FDA module FDA module

• FDA advisory panel
• Potential FDA approval • Potential Medicare coverage, coding & payment

For Investigational Use Only. The performance characteristics of this product have not been established.

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Oceania Study IBD-related clinical trial
• Major clinical need: improved screening in 1.4M IBD patients • 50% unscreened • Clinical trial of ~300 IBD patients (≥8 years) • 50 cases: 30 cancers, 20 high grade dysplasia • 250 controls • Primary endpoint – cancer detection, sensitivity/specificity

Crohn’s Disease Mayo Clinic Preliminary Data

100%
cancer sensitivity

80%
pre-cancerous polyp
sensitivity
DDW abstract 5/12

For Investigational Use Only. The performance characteristics of this product have not been established.

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Financial Review Q1 2013
• $95.5 million cash balance 3/31/2013 • Continuing to invest in value creation – Data publication top priority

– Operations team focused on laboratory, manufacturing capacity
– Commercial team focused on launch readiness

For Investigational Use Only. The performance characteristics of this product have not been established.

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Conclusion
• Unique, patient-friendly product to address valuable, underserved market • Cologuard performs at or near colonoscopy, Pap smear levels for cancer, precancer, respectively • Cologuard enjoys significant performance advantages, well-tailored for most dangerous pre-cancers, repeat testing • Commercialization strategy focused on large networks, high-volume prescribers • Service offering designed to dramatically increase screening compliance, support physicians and patients • Work to secure optimal reimbursement from CMS, private payors on track

For Investigational Use Only. The performance characteristics of this product have not been established.

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Thank You