Related Party Transactions and Outside Related Director Information

Genomic Health, Inc. (GHDX)

4/26/2006 Proxy Information

During the fiscal year ended December 31, 2005, there was no transaction or series of transactions to which we were or are a party in which the amount involved exceeded or exceeds $60,000 and in which any director, executive officer, holder of more than 5% of our common stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

We entered into indemnification agreements with our directors and executive officers in which the Company has agreed to indemnify such parties to the fullest extent allowable under Delaware law if any is made a party to any action or threatened with any action as a result of such personŐs service or having served as an officer, director, employee or agent of Genomic Health or having served, at the CompanyŐs request, as an officer, director, employee or agent of another company.