EXACT SCIENCES TO ACQUIRE THRIVE, BECOMING A LEADER IN BLOOD-BASED, MULTI-CANCER SCREENING Brings Together Cancer Screening R&D Pioneers to Transform the Future of Cancer Diagnostics and Impact Live

EXACT SCIENCES TO ACQUIRE THRIVE,

BECOMING A LEADER IN BLOOD-BASED, MULTI-CANCER SCREENING

Brings Together Cancer Screening R&D

Pioneers to Transform the

Future of Cancer Diagnostics and Impact Lives

Combines Thrive's CancerSEEK with

Exact Sciences' Best-in-Class Platforms and Infrastructure to

Accelerate Approval, Availability, and Adoption of Multi-Cancer

Positions Exact Sciences as a Leader

in a $25 Billion+ Market and

Demonstrates Capabilities as a Research and Commercialization Partner-of-Choice

Exact Sciences also Announces Acquisition

of Base Genomics to Advance its DNA Methylation Capabilities

MADISON, Wis. and CAMBRIDGE, Mass., - October 27,

2020 - Exact Sciences Corp. (Nasdaq: EXAS) and Thrive, a healthcare company dedicated to incorporating earlier cancer

detection into routine medical care, today announced they have entered into a definitive agreement under which Exact Sciences will

acquire Thrive for cash and stock consideration of up to $2.15 billion. The transaction was unanimously approved by both companies'

Boards of Directors and is anticipated to close during the first quarter of 2021, subject to regulatory approval and the satisfaction

of other conditions.

Combining Thrive's pioneering early-stage screening test,

CancerSEEK, with Exact Sciences' best-in-class scientific platform, clinical organization, and commercial infrastructure

will establish Exact Sciences as a leading competitor in blood-based, multi-cancer screening. Thrive, with an early version of

CancerSEEK, has conducted a first-of-its-kind 10,000-patient, prospective, interventional study in a real-world clinical setting.

In this landmark study, using its mutation and protein biomarker approach, CancerSEEK achieved promising results detecting 10 different

types of cancer, including seven with no recommended screening guidelines, with very few false positives. Bringing together highly

complementary scientific approaches and the strengths of both organizations, Exact Sciences expects to develop a more accurate

test and accelerate the widespread adoption of this potentially life-saving advancement.

"The acquisition of Thrive is a giant leap toward ensuring

blood-based, multi-cancer screening becomes a reality and eventually, the standard of care. We couldn't be more excited that

Exact Sciences will be at the forefront of this incredible opportunity to serve patients," said Kevin Conroy, Chairman and

CEO of Exact Sciences. "We have long respected the Thrive team for their rigorous scientific approach, having participated

in both funding rounds as an investor. We are proud to take our partnership to the next level by leveraging Exact Sciences'

established R&D team and highly accurate testing platform to augment development of CancerSEEK and accelerate its commercialization.

By combining the expertise of both organizations, we believe we can bring this powerful technology to patients faster."

"Thrive is driven by the knowledge that if cancer is caught

early enough, it can be more effectively treated or even cured, and every patient deserves a chance for a better outcome."

said David Daly, CEO of Thrive. "Our team has made significant progress toward our mission and we are eager to collaborate

with and benefit from Exact Sciences' expertise, and believe that together we will enable broader, quicker adoption of our

test. With the support of our ongoing partnership with Johns Hopkins University, we are energized to contribute meaningfully to

our shared mission of advancing the fight against cancer and providing life-changing answers to patients in need."

Creating a Leader in Blood-Based, Multi-Cancer Screening

Transaction Terms and Additional Information

Under the terms of the agreement, Thrive will receive total

consideration of up to $2.15 billion, of which $1.7 billion would be payable at closing, comprised of 65% in Exact Sciences common

stock and 35% in cash, subject to certain adjustments. An additional $450 million would be payable based upon the achievement of

certain milestones related to the development and commercialization of a blood-based, multi-cancer screening test. The transaction

is subject to customary closing conditions and regulatory approvals and is anticipated to close during the first quarter of 2021.

XMS Capital is serving as financial advisor to Exact Sciences, and K&L Gates is serving as legal advisor. Goldman Sachs &

Co. LLC is serving as financial advisor to Thrive, and Goodwin Procter LLP is serving as legal advisor.

Exact Sciences also Acquires Base Genomics to Extend its

DNA Methylation Capabilities

Exact Sciences also announced today that it has acquired Base

Genomics, an epigenetics company working to set a new standard in DNA methylation analysis, one of the most promising approaches

to detecting cancer in its earliest stages. Base Genomics has a talented team and innovative technology enabling highly accurate

DNA methylation analysis. It also allows for the analysis of DNA methylation and mutations in a single sample. Base Genomics'

differentiated technology is highly complementary to Exact Sciences' existing methylation expertise and multi-marker approach.

This acquisition will enhance Exact Sciences' efforts in cancer diagnostics across the continuum. The terms of this transaction

were disclosed in Form 10-Q, filed with the U.S. Securities and Exchange Commission earlier today. XMS Capital is serving

as financial advisor to Exact Sciences, and K&L Gates is serving as legal advisor. William Blair is serving as financial advisor

to Base Genomics, and Bristows LLP is serving as legal advisor.

Conference Call & Third Quarter 2020 Earnings Results

In a separate press release issued today, the Company announced

its earnings results for the third quarter of 2020.

Exact Sciences will host a conference call today at 8:00 a.m. ET

to discuss the transaction, as well as its third quarter 2020 earnings results. Associated presentation materials and an infographic

regarding the transaction will be available on the investor relations section of Exact Sciences website at exactsciences.com/investor-relations/events-and-presentations/.

Thrive Earlier Detection Corp. is a healthcare company focused

on incorporating earlier cancer detection into routine medical care to extend and save lives. Thrive is developing CancerSEEK,

a liquid biopsy test that is designed to detect many cancers at earlier stages of disease. CancerSEEK will serve as the core of

Thrive's integrated cancer information offering. For more information, please visit www.thrivedetect.com.

Base Genomics is an epigenetics company based on a new invention

to sequence DNA methylation licensed from Ludwig Cancer Research and the University of Oxford. The technology, TAPS (TET-assisted

pyridine borane sequencing), sets a new gold standard for DNA methylation detection to measure changes in DNA over time. With greater

sensitivity, accuracy and cost-effectiveness than existing techniques, near term applications will include the early detection

of cancer through a blood test, and sensitive detection and analysis of minimal residual disease. In scaling the technology, Base

Genomics' leadership team of world-leading scientists, product developers, and clinicians aim to unlock a range of new applications

in research and healthcare.

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. For more

information, please visit the company's website at www.Exact Sciencessciences.com, follow Exact Sciences on Twitter @Exact

Sciences, or find Exact Sciences on Facebook.

Cautionary Statement

This communication contains statements, including statements

regarding the pending acquisition of Thrive by Exact Sciences, that are forward-looking statements within the meaning of Section 27A

of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act

of 1934, as amended (the "Exchange Act"), 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 future plans, strategies, expectations

and events, can generally be identified by the use of forward-looking terms such as "believe," "expect,"

"may," "will," "should," "would," "could," "seek," "intend,"

"plan," "estimate," "goal," "anticipate" "project" or other comparable

terms. All statements other than statements of historical facts included in this communication regarding strategies, prospects,

financial condition, operations, costs, plans, objectives and the pending acquisition of Thrive are forward-looking statements.

Examples of forward-looking statements include, among others, statements regarding expected future operating results, anticipated

results of sales, marketing and patient adherence efforts, expectations concerning payer reimbursement, the anticipated results

of product development efforts, the anticipated benefits of the pending acquisition of Thrive, including estimated synergies and

other financial impacts, and the expected timing of completion of the transaction. Forward-looking statements are neither historical