EXACT SCIENCES CORP — Major Shareholding Notification 2010

Apr 20, 2010

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

*SCHEDULE 13D*

*Under the Securities Exchange Act of 1934 (Amendment No. 1)**

*EXACT Sciences Corporation*

(Name of Issuer)

*Common Stock, par value $0.01 per share*

(Title of Class of Securities)

*30063P105*

(CUSIP Number)

*Peter Wirth*

*Genzyme Corporation*

*500 Kendall Street*

*Cambridge, Massachusetts 02142*

*(617) 252-7500*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*with copies to:*

*Paul Kinsella*

*Ropes & Gray LLP*

*One International Place*

*Boston, Massachusetts 02110*

*(617) 951-7000*

*April 14, 2010*

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

(Continued on following pages)

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CUSIP No. 30063P105 — 1.	Names of Reporting Persons Genzyme Corporation
2.	Check the Appropriate Box
if a Member of a Group
	(a)	o
	(b)	o
3.	SEC Use Only
4.	Source of Funds Not Applicable
5.	Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e) o
6.	Citizenship or Place of Organization Massachusetts
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 2,549,170 shares of Common Stock
	8.	Shared Voting Power
	9.	Sole Dispositive Power 2,549,170 shares of Common Stock
	10.	Shared Dispositive Power
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 2,549,170 shares of Common Stock
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares o
13.	Percent of Class
Represented by Amount in Row (11) 6.37%
14.	Type of Reporting Person CO

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Item 1.	Security and Issuer
This
Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D
filed on February 6, 2009 (the “Original Statement”) relating to
the Common Stock, $0.01 par value per share (the “ Common Stock ”), of EXACT Sciences Corporation (the “ Issuer ”), a Delaware corporation. The principal executive offices of the
Issuer are located at 441 Charmany
Drive, Madison, Wisconsin, 53719. Except as set forth below,
there are no changes to the information set forth in the Original
Statement. Capitalized terms used but
not otherwise defined herein have the meanings ascribed to them in the Original
Statement.
Item 4.	Purpose of Transaction
Item 4 is amended and supplemented by inserting
the following text at the end of that item: Genzyme expects to dispose
of additional shares of Common Stock of the Issuer held by it, from time to
time, in open market transactions, privately negotiated sales, or other
methods. The implementation of these
plans, and changes in these plans, will depend on market conditions,
including trading activity in Common Stock of the Issuer.
Item 5.	Interest in Securities of the Issuer
Item 5 is hereby amended and restated to
read in its entirety as follows: (a) Genzyme has beneficial ownership of 2,549,170 shares of
Common Stock of the Issuer, which constitutes 6.37% of the outstanding shares
of the Issuer’s Common Stock. This
percentage was calculated based on disclosure in the Issuer’s Rule 424(b)(5) prospectus
(the “Prospectus”) filed with the SEC on April 14, 2010, that, after
giving effect to the offering contemplated by the Prospectus, there would be
40,032,021 shares of Issuer Common Stock outstanding. As of April 14,
2010, Connie Mack III beneficially owns and has sole power to vote and
sole power of disposition over 201,023(1) shares
of Common Stock of the Issuer, representing approximately .5% of the
Issuer Common Stock issued and outstanding as of that date. Other
than as provided in this Item 5, Genzyme, nor, to the knowledge of
Genzyme, any person listed on Schedule 1, owns or has any rights to acquire,
directly or indirectly, any shares of Common Stock of the Issuer. (b) Genzyme
has the sole power to vote or to direct the vote or to dispose or to direct
the disposition of the shares of Common Stock of the Issuer beneficially
owned by it.

(1) Represents the number of shares owned by Senator Mack and the number of shares issuable to Senator Mack pursuant to options or warrants that may be exercised within 60 days as of April 14, 2010 based on the Issuer’s proxy statement filed with the Securities and Exchange Commission on April 29, 2009 and Senator Mack’s subsequent filings under Section 16 of the Exchange Act.

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(c) Genzyme effected the following transactions with respect to shares of Common Stock of the Issuer during the past sixty (60) days. All such sales were made in conformity with the requirements of Rule 144 under the Securities Act of 1933, as amended.

Date	No. of Shares Sold	Price Per Share
1.12.10	32,267	$ 4.193
1.13.10	20,000	$ 4.051
2.11.10	1,643	$ 3.856
3.05.10	10,000	$ 4.365
3.09.10	10,000	$ 4.387
3.10.10	100,000	$ 4.839
3.11.10	40,000	$ 4.763
3.14.10	20,000	$ 4.868
3.15.10	10,000	$ 4.801
3.16.10	3,850	$ 4.837
3.21.10	10,000	$ 4.545
3.21.10	10,000	$ 4.683
3.22.10	5,270	$ 4.642
3.23.10	10,000	$ 4.531
3.26.10	1,750	$ 4.523
4.01.10	6,750	$ 4.505
4.06.10	10,000	$ 4.560
4.07.10	29,300	$ 4.703
4.08.10	10,000	$ 4.846
4.14.10	100,000	$ 4.506
4.15.10	10,000	$ 4.500

(d) Except as set forth in this Item 5, no other person is known by Genzyme to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Issuer beneficially owned by Genzyme. (e) Not applicable.

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*Signatures*

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

| Dated:
April 20, 2010 | |
| --- | --- |
| GENZYME
CORPORATION | |
| By: | /s/ Michael S. Wyzga |
| Name: | Michael
S. Wyzga |
| Title: | Executive
Vice President, Finance and |
| | Chief
Financial Officer |

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*SCHEDULE 1*

*DIRECTORS AND EXECUTIVE OFFICERS OF GENZYME CORPORATION*

Set forth below is the name, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted for each director and executive officer of Genzyme. Unless otherwise indicated, each individual is a citizen of the United States, and his or her business address is c/o Genzyme Corporation, 500 Kendall Street, Cambridge, MA 02142.

Directors

Henri A. Termeer Chairman of the Board, President and Chief Executive Officer Genzyme Corporation

Robert J. Bertolini

Former Executive Vice President and Chief Financial Officer

Schering-Plough

c/o Genzyme Corporation

500 Kendall Street

Cambridge, MA 02142

Douglas A. Berthiaume Chairman, President and Chief Executive Officer Waters Corporation 34 Maple Street Milford, Massachusetts 01757

Gail Koziara Boudreaux Executive Vice President

UnitedHealth Group 9900 Bren Road E

MN008-T030

Minnetonka, MN 55343

Robert J. Carpenter Chairman Hydra Biosciences, Inc. 790 Memorial Drive Cambridge, MA 02139

Charles L. Cooney Professor of Chemical and Biochemical Engineering Massachusetts Institute of Technology Room 56-469B 77 Massachusetts Avenue Cambridge, Massachusetts 02139

Victor J. Dzau Chancellor for Health Affairs and President and Chief Executive Officer Duke University Health System 106 Davidson Building Durham, North Carolina 27710

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Connie Mack III Government Relations Consulting Partner

Liberty Partners Group, LLC 1050 K Street, NW Suite 315 Washington, DC 20001

Richard F. Syron Former Chairman and Chief Executive Officer Federal Home Loan Mortgage Corporation c/o Genzyme Corporation

500 Kendall Street

Cambridge, Massachusetts 02142

Ralph Whitworth

Relational Investors LLC

12400 High Bluff Drive

Suite 600

San Diego, California 92130

Executive Officers

Henri A. Termeer Chairman of the Board, President and Chief Executive Officer

Scott Canute

Executive Vice President; President, Global Manufacturing and Corporate Operations

Zoltan A. Csimma Chief Human Resources Officer; Senior Vice President

Thomas J. DesRosier

Senior Vice President; General Counsel; Chief Legal Officer

James A. Geraghty

Senior Vice President

David P. Meeker, M.D.

Executive Vice President and Chief Operating Officer

Richard A. Moscicki, M.D. Chief Medical Officer; Senior Vice President, Medical, Clinical Affairs

Alan E. Smith, Ph.D. Chief Scientific Officer; Senior Vice President, Research

Sandford D. Smith Executive Vice President; President, International Group

Peter Wirth Executive Vice President, Legal and Corporate Development; Secretary

Michael S. Wyzga Chief Financial Officer; Executive Vice President, Finance

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