UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

February 19, 2020

ORDER GRANTING CONFIDENTIAL TREATMENT

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Exact Sciences Corporation

File No. 0-32179- CF#24927

_____________________

Exact Sciences Corporation submitted an application under Rule 24b-2 requesting an extension of a previous grant of confidential treatment for information it excluded from the Exhibits to a Form 10-K filed on March 12, 2010.

Based on representations by Exact Sciences Corporation that this information qualifies as confidential commercial or financial information under the Freedom of Information Act, 5 U.S.C. 552(b)(4), the Division of Corporation Finance has determined not to publicly disclose it. Accordingly, excluded information from the following exhibit will not be released to the public for the time period specified:

Exhibit 10.39

through March 12, 2030

For the Commission, by the Division of Corporation Finance, pursuant to delegated authority:

Vanessa A. Countryman

Secretary

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EXACT Sciences Corporation published this content on 19 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 February 2020 14:09:07 UTC