GHDX Genomic Health Inc

Filed by Genomic Health, Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Filer: Genomic Health, Inc.

Subject Company: Genomic Health, Inc,

SEC File No.: 000-51541

Date: October 28, 2019

The following email was sent to the employees of Genomic Health, Inc. by G. Bradley Cole, Chief Financial Officer of Genomic Health, on May 28, 2019:

In preparation for our combination with Exact Sciences, we continue to make important progress in our efforts to integrate people, processes and systems. I am pleased to share Kevin’s e-mail below announcing the completion of one of the most critical steps — the identification of our new leadership team including senior roles for Steve Shak, Torsten Hoof, Jim Vaughn and myself.

Other members of CEO Staff will be transitioning over time to pursue new opportunities. This includes Kim P and Jason Radford by the end of this year, Laura Leber and Fred Pla by early 2020, and Kim M by mid-2020. In the meantime, we look forward to their continued support and involvement with integration, and opportunities to celebrate all they have contributed to Genomic Health!

With our new leadership team in place, we are now in the process of finalizing the VP reporting structure across the entire organization to announce on Day 1.

Thank you for your continued patience and support as we work through this important integration process.

Brad

Message from Kevin Conroy:

Team,

We are excited to share updates on our integration planning process and several key steps we are taking to bring together Exact Sciences and Genomic Health to build a leading cancer diagnostics company. We want to thank the members of our integration team and all of you who have been contributing to this essential planning.

First, we are sharing the framework for our new operating model following closing. We intend to transition to a business unit model with four units focused on the Cologuard business, the Oncotype DX business, international business, and the combined pipeline opportunities for both organizations. The formal names of these business units will be shared at close.

While we will keep certain functions centralized for efficiency, we believe these business units will best position the combined company for continued success. We expect the transition to our new business unit model to take three to six months following close to fully execute, due to planning, budgeting and technology system requirements.

As part of today’s announcement, we are also naming those executives who, upon close, will lead each business unit and make up our new senior leadership team, reporting to me as CEO. This team comprises leaders from both Exact Sciences and Genomic Health. A graphic showing the full leadership team is attached.

Additionally, Jim Vaughn, R.Ph., will serve as U.S. Commercial Lead for Oncotype DX, reporting to Brad Cole, and Paul Limburg will serve as Chief Medical Officer for Cologuard, reporting to Mark Stenhouse. We are pleased that they will be integral members of our team moving forward.

While today’s announcement highlights the exciting new chapter for our combined company, it also means that certain members of management will be transitioning out of our organization over the coming months. We want to thank each of them, including Kim Popovits, GHI Chairman of the Board, CEO & President; Laura Leber, GHI Chief Communications Officer; Kim McEachron, GHI Chief People Officer; Fred Pla, GHI Chief Operating Officer; and Jason Radford, GHI Chief Legal Officer & Secretary, for their years of hard work and dedication in building Genomic Health, making genomics a critical part of cancer diagnosis and improving the lives of cancer patients. We are incredibly thankful for these leaders’ continued support through this transition and wish them well in the future.

We remain on track to complete the transaction this November, subject to approval by Genomic Health’s shareholders and other standard conditions. We anticipate the next level of leadership will be announced in early November, and we are committed to keeping you informed as we work to integrate our companies over the coming months.

We want to thank all of you for your continued commitment to making a positive impact on patients’ lives during this process. We are excited about the opportunities ahead when we bring together these two amazing companies to further our mission.

Mobile:                  | Office:

Exact Sciences Corporation | 441 Charmany Drive, Madison, WI 53719

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Additional Information

In connection with the proposed merger , on September 25, 2019, Exact Sciences Corporation (“Exact Sciences”) filed with the Securities and Exchange Commission (the “SEC”) an amendment to the registration statement on Form S-4 originally filed on August 29, 2019, which includes a proxy statement of Genomic Health, Inc. (“Genomic Health”) that also constitutes a prospectus of Exact Sciences (the “Proxy Statement/Prospectus”). The registration statement was declared effective by the SEC on October 4, 2019, and Genomic Health commenced mailing the Proxy Statement/Prospectus to stockholders of Genomic Health on or about October 7, 2019.  Each party will file other documents regarding the proposed merger with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain the Proxy Statement/Prospectus, any amendments or supplements thereto and other relevant materials free of charge from the SEC’s website (https://www.sec.gov) or from Exact Sciences or Genomic Health. The documents filed by Exact Sciences with the SEC may be obtained free of charge at Exact Sciences’ website at www.exactsciences.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Exact Sciences by requesting them by mail at Exact Sciences Corporation, 441 Charmany Drive, Madison, Wisconsin 53719, or by telephone at (608) 535-8815. The documents filed by Genomic Health with the SEC may be obtained free of charge at Genomic Health’s website at www.genomichealth.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Genomic Health by requesting them by mail at Genomic Health, Inc., 301 Penobscot Drive, Redwood City, California 94063, or by telephone at (650) 556-9300.

Participants in the Solicitation

Exact Sciences, Genomic Health and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about Exact Sciences’ directors and executive officers is available in Exact Sciences’ proxy statement for its 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 30, 2019, and Exact Sciences’ Current Report on Form 8-K, which was filed with the SEC on July 26, 2019. Information about Genomic Health’s directors and executive officers is available in Genomic Health’s proxy statement for its 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2019, and Genomic Health’s Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on February 28, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are or will be contained in the registration statement, the Proxy Statement/Prospectus and other relevant materials filed or to be filed with the SEC regarding the proposed transaction. Stockholders, potential investors and other readers should read the Proxy Statement/Prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Exact Sciences or Genomic Health as indicated above.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.

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