Exact Sciences Announces Offering of $850 Million Convertible Senior Notes Due 2028

Exact Sciences Announces Offering of

$850 Million Convertible Senior Notes Due 2028

MADISON, Wis., Feb. 24, 2020 -- Exact Sciences Corporation (NASDAQ:

EXAS) (the "Company") today announced an underwritten public offering of $850 million aggregate principal amount of

convertible senior notes due 2028 (the "Notes") pursuant to an effective shelf registration statement filed with the

Securities and Exchange Commission (the "SEC") on Form S-3. The Company has also granted the underwriter a 30-day option

to purchase up to an additional $127.5 million aggregate principal amount of the Notes. The Company intends to use the net proceeds

of this offering for general corporate purposes, which may include the repayment or repurchase of debt, working capital and possible

acquisitions. The Notes will be convertible into cash, shares of the Company's common stock (and, if applicable, cash in

lieu of any fractional share), or a combination thereof, at the Company's election.

BofA Securities is acting as sole book-running manager for the

An automatically effective shelf registration statement relating

to the Notes was filed with the SEC on June 6, 2017. The offering of the Notes will be made only by means of the prospectus and

related prospectus supplement, which have been or will be filed with the SEC. A copy of the prospectus supplement and prospectus

relating to the Notes offering may be obtained free of charge on the SEC's website at http://www.sec.gov or by sending a

request to BofA Securities, NC1-004-03-43 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus

Department (or by e-mail at dg.prospectus_requests@bofa.com).

This press release shall not constitute an offer to sell or

a solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of such state.

About Exact Sciences Corp.

A leading provider of cancer screening and diagnostic tests,

Exact Sciences relentlessly pursues smarter solutions providing the clarity to take life-changing action, earlier. Building on

the success of Cologuard and Oncotype DX, Exact Sciences is investing in its product pipeline to take on some of the deadliest

cancers and improve patient care. Exact Sciences unites visionary collaborators to help advance the fight against cancer.

Forward-Looking Statements

Certain statements made in this news release 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 the Company's 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 news release may

address the following subjects among others: the terms and size of the offering and the use of proceeds from the offering. Forward-looking

statements involve inherent risks and uncertainties that 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 section of the Company's most recently filed Annual

Report on Form 10-K. The Company urges you to consider those risks and uncertainties in evaluating the Company's forward-looking

statements. The Company cautions 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, the Company disclaims 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 the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such

Exact Sciences Corp.

Source: Exact Sciences Corporation