SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM T-1
 
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)  x

 
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
 
31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota	 	55402	
(Address of principal executive offices)	 	(Zip Code)	
 
Allison Lancaster-Poole
U.S. Bank National Association
214 N.Tryon Street, 27 th  Floor
Charlotte, NC 28273
(704) 335-4558
(Name, address and telephone number of agent for service)
 
Exact Sciences Corporation
(Issuer with respect to the Securities)

Delaware	 	02-0478229	
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)	

441 Charmany Drive
Madison, WI	 	53719	
(Address of Principal Executive Offices)	 	(Zip Code)	
 
Debt Securities
(Title of the Indenture Securities)

 

 
FORM T-1
 
Item 1.                                  GENERAL INFORMATION .   Furnish the following information as to the Trustee.
 
a)                        Name and address of each examining or supervising authority to which it is subject.
Comptroller of the Currency
Washington, D.C.
 
b)    Whether it is authorized to exercise corporate trust powers.
Yes
 
Item 2.                                  AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.
None
 
Items 3-15                                      Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
 
Item 16.                           LIST OF EXHIBITS:   List below all exhibits filed as a part of this statement of eligibility and qualification.
 
1.               A copy of the Articles of Association of the Trustee.*
 
2.               A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.
 
3.               A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.
 
4.               A copy of the existing bylaws of the Trustee.**
 
5.               A copy of each Indenture referred to in Item 4.  Not applicable.
 
6.               The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
 
7.               Report of Condition of the Trustee as of September 30, 2017 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
 
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR,  Registration Number 333-199863 filed on November 5, 2014.
 
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SIGNATURE
 
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Charlotte, State of North Carolina on the 10th of January, 2018.

 	By:	/s/ Allison Lancaster-Poole	
 	 	Allison Lancaster-Poole	
 	 	Vice President	
 
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Exhibit 2 () Office of the Comptroller of the Currency Washington, DC 20219 CERTIFICATE OF CORPORATE EXISTENCE I, Keith A. Noreika, Acting Comptroller of the Currency, do hereby certify that: I. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1 , et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations. 2. "U.S. Bank National Association," Cincinnati, Ohio (Charter No. 24), is a national banking association form ed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate. IN TESTIMONY WH ER EOF, today, June 7, 2017, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. Acting Comptroller of the Currency 301448916 v1

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Exhibit 3 () Office of the Comptroller of the Currency Washington, DC 20219 CERTIFICATION OF FIDUCIARY POWERS I, Keith A. Noreika, Acting Comptroller of the Currency, do hereby certify that: 1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1 , et seq, as amended, has possession, custody, and control of all records pertain i ng to the chartering, regulation, and s upervision of all national banking associations. 2. "U.S. Bank National Association," Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate. IN TESTIMONY WHEREOF, today, June 7, 2017, T have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. Acting Comptroller of the Currency 301448916 v1

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Exhibit 6
 
CONSENT
 
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
 
Dated: January 10, 2018

 	By:	/s/ Allison Lancaster-Poole	
 	 	Allison Lancaster-Poole	
 	 	Vice President	
 
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2017
 
($000’s)

 	 	9/30/2017	 	
Assets	 	 	 	
Cash and Balances Due From Depository Institutions	 	$	20,502,653	 	
Securities	 	110,797,206	 	
Federal Funds	 	24,647	 	
Loans & Lease Financing Receivables	 	277,953,611	 	
Fixed Assets	 	4,538,527	 	
Intangible Assets	 	12,820,876	 	
Other Assets	 	25,614,306	 	
Total Assets	 	$	452,251,826	 	
 	 	 	 	
Liabilities	 	 	 	
Deposits	 	$	353,914,855	 	
Fed Funds	 	992,263	 	
Treasury Demand Notes	 	0	 	
Trading Liabilities	 	989,885	 	
Other Borrowed Money	 	31,965,947	 	
Acceptances	 	0	 	
Subordinated Notes and Debentures	 	3,300,000	 	
Other Liabilities	 	14,438,977	 	
Total Liabilities	 	$	405,601,927	 	
 	 	 	 	
Equity	 	 	 	
Common and Preferred Stock	 	18,200	 	
Surplus	 	14,266,915	 	
Undivided Profits	 	31,565,657	 	
Minority Interest in Subsidiaries	 	799,127	 	
Total Equity Capital	 	$	46,649,899	 	
 	 	 	 	
Total Liabilities and Equity Capital	 	$	452,251,826	 	
 
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