ILLUMINA TERMS AND CONDITIONS – SERVICES(PROFESSIONAL SERVICES)
1. Definitions. “Affiliate(s)” means with respect to a party, any entity that,
directly or indirectly, controls, is controlled by or is under common control withsuch party for so long as such control exists. For purposes of this definition, an
entity has control of another entity if it has the direct or indirect ability or power todirect or cause the direction of management policies of such other entity orotherwise direct the affairs of such other entity, whether through ownership of thevoting securities of such other entity, by contract or otherwise. “Deliverables” arethe deliverables of Seller that are generated through performance of the Services.
The Deliverables do not include Improvements or Illumina Technology. “Illumina”
means Illumina, Inc. “Illumina Entity” means Illumina or any of its Affiliates.
“Illumina Technology” means the technology, know-how, trade secrets, tools,
instruments, software, processes, workflows, methods, information, and techniques
owned or licensed by Illumina and used by Seller to perform the Services. For
purposes of these terms and conditions, Improvements are deemed added to theIllumina Technology upon creation. “Improvements” means any improvements,
modifications, or derivative works to the Illumina Technology whether they are
made prior to, during, or after performance of the Services. “Intellectual Property
Rights” means all patent rights, copyrights, trade secrets, know-how, trademark,service mark and trade dress rights and other intellectual property rights, current or
future, under the laws of any jurisdiction, together with all applications therefore
and registrations thereto. “Order Confirmation” means a sales order confirmation
document provided by Seller. “Project Description” means the document, if any,describing activities to be performed by Seller as mutually agreed upon by theparties (if applicable). “Purchaser” means the purchaser of the Services hereunder.
“Quotation” means a written quotation, including these terms and conditions andthe Project Description, which form a part thereof, provided by Seller to Purchaser.
“Seller” means the Illumina Entity selling the Services. The Seller is identified on
the quotation, order acknowledgment or similar communication, or Seller website
if the order is being placed electronically at Seller’s website. Illumina Technology“Services” as used herein refers to the activities to be performed hereunder as
described in the Quotation and Project Description. “Service Fees” means the costs
and fees payable by Purchaser to Seller for the Services, as more fully set forth in
the Quotation. “Services Requirements” means hardware, network and software
requirements, data validation requirements, equipment or instrument platform
requirements, and any other requirements and specifications required by Seller toperform the Services. “Specifications” means the written technical specificationsfor Services that are contained in the Project Description.
2.
Applicability of Terms and Conditions. These terms and conditions
constitute the entire agreement between the parties with respect to the subject matterhereof and shall exclusively govern the ordering, purchase and provision of theServices, and shall override any conflicting, amending and/or additional terms
contained in any purchase orders, invoices or similar documents, which are hereby
rejected and shall be null and void. Seller’s failure to object to any such terms shallnot constitute a waiver by Seller, nor constitute acceptance by Seller of such terms
and conditions.
3.
Modifications to Project Description. No addition, change or modification
to the Services or to a Project Description will be effective unless made in writing
and signed by both parties. Purchaser acknowledges that any change to the Services
or to a Project Description may affect or delay the performance of the Services andmay involve changes to the applicable Service Fees thereunder. Purchaser andSeller shall agree in writing to a revised Project Description and upon suchagreement by both parties, such new Project Description shall supersede the priordocument.
Seller shall not be liable for any delays that occur due to theseprocedures. Notwithstanding anything else to the contrary, variations in the Project
Description due to delays by Purchaser, scheduling of Services on weekends or
holidays at the request of Purchaser, or other variable factors outside of the control
of Seller, shall not be deemed to be additions, changes or modifications to theapplicable Project Description and are hereby authorized by Purchaser.
4.
Purchaser Obligations. Purchaser shall provide all information andmaterials as specified in the Services Requirements in accordance with theguidelines set forth therein or as otherwise necessary for Seller to perform theServices. In addition, Purchaser shall (i) provide Seller with access to any hardware,
networks, software, files and documentation as necessary for Seller to perform theServices; (ii) provide one Purchaser-designated point of contact for Seller to use forall questions and issues relating to each Project Description; and (iii) provide

sufficient personnel qualified to perform Purchaser’s obligations. Purchaser shallalso perform any additional obligations as may be set forth in the applicable
Project Description or Services Requirements.
5.
Scheduling of Services; Purchaser Delays. Seller shall use commerciallyreasonable efforts to provide the Services during the Services Period. Seller will
be relieved of its obligations under a Project Description to the extent dependent
upon Purchaser’s obligations thereunder that are not met. Purchaser will be
responsible for additional Service Fees and expenses incurred by Seller due to (i)any delays resulting from Purchaser’s failure to perform Purchaser obligations
hereunder and/or under a Project Description in a timely and effective manner;(ii) Seller’s performing tasks that were originally Purchaser obligations but whichwere not performed in a timeframe or manner necessary to maintain the overall
schedule and objectives of the applicable Project Description; and (iii)
Purchaser’s failure to comply with applicable Services Requirements.
6.
Delivery; Support. Deliverables shall be delivered by one of the followingmeans, or as otherwise agreed between the parties: (i) if Deliverables are to bedelivered electronically, once Seller has transmitted an electronic file containing
all or a portion of the Deliverables to Seller’s FTP server, web site, or other agreed
upon electronic delivery method e and has notified Purchaser that such file isavailable, or (ii) if Deliverables are to be delivered in one or more hard drive(s)or other physical material, upon shipment FOB origin of such hard drive(s) ormaterial containing all or a portion of the Deliverables. All Services performed
hereunder shall be deemed accepted upon performance. For a period of 30 days
following delivery, Seller will provide reasonable support including responding
to questions about the Deliverables and/or minor fixes to meet the agreed uponlevel of functionality outlined in the Project Description. As the Services is notpart of regular commercially released product, standard product support SLAs do
not apply. When contacting Illumina technical support about the Services, pleaseindicate that the Services are Professional Services for routing to the proper team.
7.
Service Fees; Payment. The Service Fees shall be as specified in the
Quotation and are valid solely during the period set forth therein. Unlessotherwise specified in the Quotation, the Service Fees specified in the Quotation
are for the specific Services stated therein. Seller will send invoices to Purchaser,
and all invoices, except for orders with Purchasers in Japan, shall be paid in fullby the Purchaser within thirty (30) days from the date of invoice. All invoices fororders with Purchasers in Japan shall be paid in full within sixty (60) days fromthe date of invoice. Any amounts not paid when due will accrue interest at therate of one and one half percent (1.5%) per month, or the maximum amountallowed by law, if lower. In the event that any payment is not made within thetime period specified in these terms and conditions, Seller may suspend providing
the Services and delivering the Deliverables until all payments are made current.
Purchaser shall pay for all costs (including reasonable attorneys’ fees) incurredby Seller in connection with the collection of late payments. The amount of credit
authorized by Seller may be changed or entirely withdrawn at any time, and Seller
reserves the right to require alternative payment terms, including but not limited
to a letter of credit or full or partial payment in advance.
Unless provided otherwise in a Project Description, Seller shall be reimbursed byPurchaser for all reasonable expenses incurred by Seller in the performance of theServices, including, but not limited to, travel and lodging expenses,
communication charges and other reasonable supplies. Any applicable expense
reimbursement shall be included in the then-current monthly invoice and payable
as set forth above. Travel arrangements and associated expenses shall beprocessed in accordance with Seller’s then-current expense guidelines.
All amounts payable to Seller are exclusive of and are payable without deduction
for all sales, use, excise, value added, withholding and other taxes, and all customs
duties and tariffs claimed or imposed by any governmental authority upon theperformance of the Services or delivery of the Deliverables. Any such charges
will be added to the price or subsequently invoiced to the Purchaser wherepermitted by law. In those countries where Seller is not permitted to add suchcharges to the invoice or collect those charges on behalf of Purchaser, Purchaser
is responsible for remitting payment of such amounts to the appropriate body.

TCs for Professional Services Worldwide October 2019

Purchaser shall pay the total price as set forth in the invoice, in U.S. dollars unlessotherwise specified. Each purchase order is a separate, independent transaction, andPurchaser has no right of set-off against other purchase orders or other transactions
with Seller.
8.
Ownership of Illumina Technology. Purchaser acknowledges and agrees
that Illumina, Inc. shall solely own and have exclusive worldwide right, title andinterest in and to the Illumina Technology, and to all Intellectual Property Rights
related thereto (including with respect to the Deliverables) and that Purchaser shallnot acquire any interest therein. Purchaser shall not challenge, contest or otherwise
impair Illumina’s ownership of the Illumina Technology or the validity or
enforceability of Illumina’s Intellectual Property Rights related to the Illumina
Technology. Should Purchaser be deemed to be a co-inventor to any aspect of theIllumina Technology, Purchaser irrevocably assigns, transfers, and agrees to assign
and transfer to Seller Purchaser’s worldwide right, title and interest in and to such
Illumina Technology and to all Intellectual Property Rights related thereto.
9.
Rights to Use Deliverables. The Deliverables may be used by Purchaser in
Purchaser’s facility.
In the event that the Deliverables incorporate any
Improvements, then, subject to these terms and conditions, including Purchasers’
payment of all Service Fees due hereunder, Seller shall grant to Purchaser a limited,personal, non-transferable, non-exclusive license, without any right to sublicense,
to use the Improvements only in the form as incorporated in the Deliverables andonly to the extent required to use the Deliverables as set forth in these terms andconditions. The parties understand and agree that the Deliverables are not “works
for hire” and that ownership vests solely with Illumina. No other rights are granted
to any Improvements or any Illumina Technology.
10. Regulatory; Privacy. Purchaser acknowledges that the Deliverables do
not alter or modify in any way the Research Use Only or any other label restrictions
on the Illumina products. The Deliverables have not been approved, cleared, or
licensed by the United States Food and Drug Administration or any other regulatory
entity whether foreign or domestic for any specific intended use, whether research,commercial, diagnostic, or otherwise, and (ii) Purchaser must ensure it has any
regulatory approvals that are necessary for Purchaser’s intended uses of the
Deliverables and Illumina products. Purchaser further agrees: (i) to comply with allapplicable laws and regulations when drawing upon or otherwise using the
Deliverables, and (ii) the Deliverables do not constitute regulatory or other advice.
Purchaser shall not disclose or provide to Illumina or its Affiliates in any format,
personally identifiable information, personal health information or otherwise
protected information of any individual.
11. Limited Warranty. Seller represents and warrants to Purchaser that the Services
will be performed in a workmanlike manner and shall substantially conform to theSpecifications explicitly described and set forth in the Project Description. Seller does
not warrant the Deliverables will be compatible with any future product or softwareenvironment. ALL DELIVERABLESARE PROVIDED TO CUSTOMER ON AN“AS IS” BASIS AND EXCEPT FOR THE WARRANTY SET FORTH IN THISSECTION, ILLUMINA, TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, EXPRESSLY DISCLAIMS ALL OTHER WARRANTIESREGARDING THE SERVICES AND THE DELIVERABLES, WHETHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATIONANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, ACCURACY, UTILITY, NON-INFRINGEMENT OF
THIRD PARTY RIGHTS, OR BASED ON COURSE OF CONDUCT OR TRADECUSTOM OR USAGE.
12. Indemnification. Seller shall indemnify and hold harmless Purchaser, its
directors, officers, employees, agents, successors, and assigns from and against any
liabilities, expenses, or costs arising out of any claim, complaint, suit, proceedings,
or cause of action brought by a third party pertaining to Seller’s gross negligenceor willful misconduct; and Seller shall pay all settlements entered into, and all final
judgments and costs (including reasonable attorneys’ fees) awarded against
Purchaser (and Seller, as the case may be) in connection with any such action.
Purchaser shall indemnify and hold harmless Seller, its directors, officers,
employees, agents, successors, and assigns from and against any liabilities,
expenses, or costs arising out of any claim, complaint, suit, proceedings or cause ofaction brought by a third party pertaining to (i) infringement of such third party’s
valid and enforceable Intellectual Property Rights resulting from Purchaser’s (a)materials and other information provided to Seller hereunder, and (b) specificationor selection of any methods, materials, or processes to be used in the performanceof the Services, other than those methods, materials, or processes that are specified
by Seller and used by Seller in performing the Services, (ii) Purchaser’s
negligence or willful misconduct, (iii) Purchaser’s transactions with its affiliates
or customers, or (iv) arising out of any actions or inactions by Purchaser based on
its analysis, interpretation, or use of the Deliverables and any other information
provided by Seller under these terms and conditions; and Purchaser shall pay all
settlements entered into, and all final judgments and costs (including reasonable
attorneys’ fees) awarded against Seller (and Purchaser, as the case may be) inconnection with any such action.
Each party’s indemnification obligation pursuant to this Section is subject to theindemnified party (i) notifying the indemnifying party promptly in writing of suchaction, (ii) giving the indemnifying party exclusive control and authority over the
defense and settlement of such action, (iii) not admitting infringement of any
Intellectual Property Right without the indemnifying party’s prior written consent,(iv) not entering into any settlement or compromise of any such action without
the indemnifying party’s prior written consent, and (v) providing all reasonableassistance to the indemnifying party (provided that the indemnifying party
reimburses the indemnified party for its reasonable out-of-pocket expenses
incurred in providing such assistance).
13. Limited Liability. TO THE EXTENT PERMITTED BY LAW, IN NO
EVENT WILL SELLER BE LIABLE TO THE OTHER FOR COSTS OF
PROCUREMENT OF SUBSTITUTE SERVICES, LOST PROFITS, DATA OR
BUSINESS, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL,
INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES INCURRED BY
SUCH PARTY ARISING OUT OF OR IN CONNECTION WITH THISAGREEMENT (OR THE TERMINATION HEREOF), HOWEVER CAUSEDAND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT(INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE.
ILLUMINA’S TOTAL AND CUMULATIVE LIABILITY ARISING UNDEROR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR
OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT RECEIVED
BY ILLUMINA FROM CUSTOMER IN THE PRECEDING TWELVE (12)MONTH PERIOD UNDER THE SPECIFIC AGREEMENT GIVING RISE TO
THE CLAIM. THE LIMITATIONS SET FORTH IN THIS SECTION SHALLAPPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
14. Confidential Information. Purchaser shall maintain in confidence, andshall not use for any other purpose or disclose to any third party, information
disclosed by Illumina that a reasonable person would consider to be confidential,
including without limitation the Deliverables and Illumina Technology(collectively, “Confidential Information”). Each party also agrees not to disclose
to any third party any financial terms of these terms and conditions without theconsent of the other party, except as required by securities or other applicablelaws, in which case the disclosing party shall seek confidential treatment to theextent available, under conditions that reasonably protect the confidentiality
thereof.
15. General.
a. Applicability of Terms and Conditions. These terms and conditions
exclusively govern the ordering, purchase, supply, and use of Services, andoverride any conflicting, amending and/or additional terms contained in any
purchase orders, invoices, or similar documents all of which are hereby rejected
and are null and void. Seller’s failure to object to any such terms shall notconstitute a waiver by Seller, nor constitute acceptance by Seller of such terms
and conditions.
b. Order Changes/Cancellations. Orders for Services may not becancelled once placed.
c. Governing Law. These terms and conditions, their interpretation, andthe performance of the parties shall be governed by the laws of (i) the State ofCalifornia, U.S.A., if Purchaser is located in the United States or (ii) the laws of
the country where the Seller entity is located, if Purchaser is not located in the
United States. Seller and Purchaser agree that the United Nations Convention on
Contracts for the International Sale of Goods shall not apply to these terms andconditions, including any terms in the Documentation.

TCs for Professional Services Worldwide October 2019

d. Arbitration. In Seller’s sole discretion, any dispute, claim or controversy
arising out of or relating to these terms and conditions, shall be determined byconfidential binding arbitration conducted in the English language, under generally
accepted arbitration rules and procedures in a venue to be determined by Seller. In
all cases of arbitration each party shall bear its own costs and expenses and an equalshare of the arbitrator’s and administrator’s fees of arbitration; neither party nor an
arbitrator may disclose the existence, content, or results of any arbitration without
the prior written consent of both parties, unless required by law; the decision of thearbitrator shall be final and binding on the parties, provided that, the arbitrator shallnot have the authority to alter any explicit provision of these terms and conditions;judgment on the award may be entered in any court having jurisdiction. This clauseshall not preclude the parties from seeking provisional remedies in aid of arbitrationfrom a court of appropriate jurisdiction.
e. Representations and Warranties. Purchaser is not an authorized dealer,
representative, reseller, or distributor of any of Seller’s, or its affiliates’, products orservices. Purchaser agrees, represents and warrants that it (i) is not purchasing theServices on behalf of a third party, (ii) is not purchasing the Services in order toresell or distribute the Deliverables to a third party, (iii) is not purchasing theServices in order to export the Services from the country in which Seller rendered
the Services (“Ship-to Country”), and (iv) will not export the Deliverables out of
the Ship-To Country.
f. Remedies for Breach. In addition to any remedies specified elsewhere
under these terms and conditions, and any remedies available to Seller under law orin equity, Seller may do any, all, or any combination of the following in the event
Purchaser breaches any of these terms and conditions: (i) cease performance,
including without limitation, cease providing Services, or (ii) terminate the rights
granted to Purchaser.
g. Facility Requirements and Installation of Hardware. Purchaser
acknowledges that it is responsible for ensuring at Purchaser’s sole cost that its
facility meets the site requirements for the Hardware. If the purchase of Hardware
includes installation it will be completed within 30 days of delivery of allcomponents of the Hardware and the facility meeting such requirements, including
Purchaser’s reasonable cooperation.
h. Future Products. Any future products and/or services (“Unreleased
Products”) are subject to new part numbers, pricing, and specifications and thepurchase or Services hereunder is not in reliance on the availability of any
Unreleased Products.
i. Seller Affiliates. Any actions or rights that may be performed or exercised
by Seller may be performed or exercised by Seller itself or by any of its affiliates.
By way of non-limiting example, Seller’s affiliates may carry out shipment,
servicing, invoicing and receipt of payment.
j. Force Majeure. Seller is not responsible for any failure to perform or delay
attributable in whole or in part to any cause beyond its reasonable control, including
but not limited to acts of God, fire, flood, tornado, earthquake, hurricane, lightning,government actions, actual or threatened acts of war, terrorism, civil disturbance orinsurrection, sabotage, labor shortages or disputes, failure or delay in delivery bySeller’s suppliers or subcontractors, transportation difficulties, shortage of energy,
raw materials or equipment, or Purchaser’s fault or negligence. In the event of any
such delay the delivery date shall be deferred for a period equal to the time lost byreason of the delay.
k. Notices. Any notice required or permitted shall be in writing and shall bedeemed received when (i) delivered personally; (ii) 5 days after having been sent byregistered or certified mail, return receipt requested, postage prepaid (or 10 days forinternational mail); or (iii) 1 day after deposit with a commercial express courierthat provides written verification of receipt.

l. Assignment. Purchaser may not assign or transfer these terms andconditions or any rights or obligations, whether voluntary, by operation of law orotherwise, without the prior written consent of Seller; provided that, only notice
to Seller and no consent shall be required for any assignment in connection withany merger, acquisition or the sale of all or substantially all of the stock or assetsof Purchaser to a party that (i) agrees in writing to be bound by these terms andconditions, and (ii) is not a competitor of Seller or any of Seller’s business units
or Seller’s affiliates. Seller may assign all or part of the right to payments. Any
assignment or transfer made in contravention of the terms hereof shall be null andvoid. Subject to the foregoing, these terms and conditions shall be binding on andinure to the benefit of the parties’ respective successors and permitted assigns.
m. Seller Information. Seller may maintain and use a database of orders
and account information pertaining to Purchaser for purposes of order processing,maintaining records, assisting with future orders of Purchaser, and compliancewith applicable laws and regulations. Purchaser may not disclose any financial
terms of this transaction to any third party without the prior written consent of theSeller, except as (and only to the extent) required by securities or other applicablelaw. Purchaser grants to Seller a non-exclusive, fully paid-up, royalty-free,worldwide, irrevocable, perpetual right and license, with the right to sublicense,
to use in any manner suggestions, ideas or comments provided by Purchaser toSeller related to the Services.
n. Export Compliance.
The Services, Deliverables, any related
technology, or information provided to Purchaser may be subject to restrictions
and controls imposed by the United States Export Administration Act and theregulations thereunder (or the export regulations and laws of another country).
Notwithstanding anything to the contrary in these terms and conditions, Purchaser
agrees not to use the Deliverables in, or export or re-export the Deliverables, any
related technology, or information provided to Purchaser into, any country or toany person or entity, or in any manner, in violation of such controls or any otherlaws, rules or regulations of any country, state or jurisdiction.
o. Healthcare Law Compliance. Purchaser acknowledges and agrees thatas a healthcare company, Seller, and Seller’s affiliates, may be required byapplicable law and regulation (“Healthcare Laws”) to disclose the existence of
these terms and conditions, the terms of these terms and conditions including
financial terms, and the subject matter (e.g., the U.S. Sunshine Act, and state andforeign equivalents). Seller agrees it, and its affiliates, will disclose the least
amount of information as possible in order to comply with such Healthcare Laws.
Miscellaneous. Except as expressly stated in these terms and conditions, no rightor license under any of Seller, or Seller’s affiliates, intellectual property rights isor are granted expressly, by implication, or by estoppel. All references to days
mean calendar days unless specifically stated otherwise. Seller may cease
performance (including cancellation of any order outstanding) immediately
without liability to Purchaser if Purchaser becomes the subject of a voluntary or
involuntary petition in bankruptcy or any proceeding relating to insolvency,
receivership, liquidation or composition for the benefit of creditors. These terms
and conditions represent the entire agreement between the parties regarding the
subject matter hereof and supersede all prior discussions, communications,agreements, and understandings of any kind between the parties. No amendment
to these terms or waiver of any right, condition, or breach will be effective unlessmade in a writing signed by both parties. If any provision is held invalid or
unenforceable, such provision shall be enforced to the maximum extent
permissible so as to give effect to the intent of the parties, and the remaining terms
will continue in full force and effect. The failure of either party to exercise any
right granted herein or to require any performance of any term or the waiver byeither party of any breach shall not prevent a subsequent exercise or enforcementof, or be deemed a waiver of any subsequent breach of, the same or any otherterm. Nothing herein shall constitute or create a joint venture, partnership, or any
other similar arrangement between the parties.

TCs for Professional Services Worldwide October 2019