ILLUMINA TERMS AND CONDITIONS – SERVICES(NON-CLINICAL LABORATORY SERVICES)
1.
Definitions. “Agreement” means either (i) the Quotation, including theseterms and conditions and the applicable Service Description which form a part
thereof; (ii) all electronic information and terms of Illumina referenced during an
Electronic Order, including these terms and conditions and the applicable Service
Description which form a part thereof in the case of an Electronic Order; or (iii) all
terms referenced in an Order Confirmation, including these terms and conditions andthe applicable Service Description which form a part thereof in the case of an orderplaced without a Quotation and that is not an Electronic Order. “Customer” means
the purchaser of the Services hereunder. “Deliverables” means the Results as
described in these terms and conditions. “Electronic Order” means an order placed
by Customer utilizing Illumina’s electronic commerce system (e.g., iCom). “Illumina
Technology” means the technology, tools, instruments, reagents, and software
including, without limitation, the processes, workflows, recipes, methods, information,bioinformatics tools and techniques used to perform the Services. “Improvements”
means any improvements, modifications, or changes to the Illumina Technology
whether they are made prior to, during, or after performance of the Services. Such
improvements may result from, among other things, the analysis of the Results in theaggregate with other genomic information in Illumina’s possession and with similar
information from other Illumina customers (e.g., comparing whole genome sequencesin order to calculate allele frequencies, detect systematic errors, improving variant
caller and aligners, etc.). “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 Illumina.
“Quotation” means a written quotation provided by Illumina to Customer. “Results”
are the data that are generated through performance of the Services as specificallydescribed in the applicable Service Description. The Results do not include
Improvements to Illumina Technology.
“Sample(s)” means the sample(s) to beprovided by Customer to Illumina as described in the applicable Service Description
and/or Quotation. “Sample Requirements” means the quantity, quality, and otherrequirements for each Sample as specified in the applicable Service Description andrequired in order for Services to be successfully performed on a given Sample.
“Services” as used herein refers to the activities to be performed hereunder as
described in and subject to the specific terms found in the Service Description.
“Service Description” means the document that describes the Services (e.g.,
FastTrack Genotyping, FastTrack Sequencing, Whole Genome Sequencing, etc.).
“Specifications” means the written specifications for Services that are contained in
the Services Description.
2.
Applicability of Terms and Conditions. This Agreement shall exclusively
govern the ordering, purchase and provision of the Services, 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.
Illumina’s failure to object to any such terms shall not constitute a waiver by Illumina,
nor constitute acceptance by Illumina of such terms and conditions.
3.
Information Transfer; Samples. In order to ensure timely and satisfactory
performance of the Services, it is critical that Customer provide all relevant
information and materials in a timely manner to Illumina. Customer agrees to provide
the Samples and all other information and materials as specified in the Service
Description in accordance with the guidelines set forth therein.
Customeracknowledges that any failure to provide the Samples, information, and any othermaterials in accordance with the Service Description may result in delays in the
project. After receipt of the purchase order from Customer, Customer shall promptly
provide to Illumina the number of Samples as set forth in the Quotation in accordancewith the Sample Requirements set forth in the applicable Service Description.
Customer acknowledges that each Sample shall meet the Sample quality criteria
established by Illumina that applies to such Service. Illumina reserves the right tochange the Sample quality criteria in its sole, but reasonable discretion, and Illumina
will provide Customer with written notification of any such changes. See theapplicable Service Description for additional information concerning Sample quality
requirements.

agreement of the parties. Illumina will send invoices to Customer upon delivery of
Results or portions thereof. All invoices, except for orders with Customers inJapan, shall be paid in full by the Customer within thirty (30) days from the date of
invoice. All invoices for orders with Customers in Japan shall be made in full withinsixty (60) days from the date of invoice. Any amounts not paid when due willaccrue interest at the rate of one and one half percent (1.5%) per month, or the
maximum amount allowed by law, if lower. In the event that any payment is notmade within the time period specified in this Agreement, Illumina may suspend
providing the Services and delivering the Results until all payments are madecurrent. Customer shall pay for all costs (including reasonable attorneys’ fees)
incurred by Illumina in connection with the collection of late payments. The amountof credit authorized by Illumina may be changed or entirely withdrawn at any time,and Illumina reserves the right to require alternative payment terms, including but
not limited to a letter of credit or full or partial payment in advance.
All amounts payable to Illumina 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 Results. Any such charges will be
added to the price or subsequently invoiced to the Customer where permitted bylaw. In those countries where Illumina is not permitted to add such charges to theinvoice or collect those charges on behalf of Customer, Customer is responsible for
remitting payment of such amounts to the appropriate body.
Customer shall pay the total price as set forth in the Quotation, in U.S. dollars
unless otherwise specified. Each accepted purchase order is a separate,
independent transaction, and Customer has no right of set-off against otherpurchase orders or other transactions with Illumina.
In the event the Customer terminates the Agreement prior to the delivery of all the
Results, the Customer will be charged a cancellation fee equal to the costs
reasonably incurred by Illumina up to that point and for which payment has notbeen received, including but not limited to Illumina’s then current list price of allmaterials used or produced, including, without limitation, flow cells and reagents.
6.
Ownership of Samples. Customer represents and warrants that it owns orotherwise controls the Samples and that it has the right to provide the Samples toIllumina for the purpose described herein. Illumina shall use the Samples solely forthe purpose of performing the Services. Illumina agrees that it will promptly return
any unused Samples or portions thereof following the delivery of the Results.
Customer shall at all times retain all right, title, and interest in the Samples provided
hereunder.
7.
Ownership of Results. The Results shall be owned by Customer andIllumina claims no ownership interest in or to the Results.
8.
Research Use Only. Customer acknowledges that the Services areprovided for research use only and are not being performed in a clinical laboratory(e.g., the Services are not being performed in a CLIA-certified laboratory). The
Services are not a test or kit designed to diagnose, treat, or prevent a disease or
medical condition, and the Results are not intended to be medical advice. The
Services have not been cleared by any country’s medical regulatory agency,
including the United States Food and Drug Administration, for diagnostic use or any
other purpose.
9.
Limited Warranty. Illumina warrants to Customer that all Results delivered by
Illumina hereunder shall conform to the Specifications. EXCEPT AS EXPRESSLY SETFORTH IN THIS SECTION Error! Reference source not found., THE RESULTS
ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS, AND ILLUMINA, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMSANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, ACCURACY, UTILITY, OR NON INFRINGEMENT WITHRESPECT THERETO.

4.
Delivery. Delivery shall have occurred by one of the following means, to be
determined by mutual agreement of the parties: (a) if Results are to be delivered
electronically, once Illumina has transmitted an electronic file containing all or a
portion of the Results to Illumina’s FTP web site or other site as mutually agreed andhas notified Customer that such file is available, or (b) if Results are to be delivered in
one or more hard drive(s) or other physical material, upon shipment FOB origin ofsuch hard drive(s) or material containing all or a portion of the Results. Note that
Illumina does not typically retain a copy of the Results beyond Delivery and therefore
does not guarantee that Results can be recovered after Delivery. In the event of lossof the Results after Delivery, Illumina will attempt to retrieve the Results for Customer,
but cannot guarantee success of such recovery efforts.

10.
Indemnification. Illumina shall indemnify and hold harmless Customer, 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 infringementof such third party’s valid and enforceable Intellectual Property Rights resulting fromthe methods, materials, or processes specified by Illumina and used by Illumina inperformance of the Services and Illumina shall pay all settlements entered into, andall final judgments and costs (including reasonable attorneys’ fees) awarded
against Customer (and Illumina, as the case may be) in connection with any suchaction.

5.
Pricing; Payment. Prices for the Services shall be as specified in the
Quotation and are valid solely during the period set forth therein. Unless otherwise
specified in the Quotation, prices specified in the Quotation are for the number ofSamples and specific Services stated therein. Any changes to the number ofSamples or the Services will affect pricing, and will therefore require mutual written

Customer shall indemnify and hold harmless Illumina, 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 Customer’s (a)providing the Samples, (b) specification or selection of any methods, materials, orprocesses to be used in the performance of the Services, other than those methods,
materials, or processes that are specified by Illumina and used by Illumina inperforming the Service, and (c) specification or selection of the SNP loci in the case of
genotyping or regions of interest in the case of targeted sequencing, and (ii) or arisingout of any actions Customer has taken based on its analysis, interpretation, or use of
the Results and any other information provided by Illumina under this Agreement andCustomer shall pay all settlements entered into, and all final judgments and costs(including reasonable attorneys’ fees) awarded against Illumina (and Customer, as
the case may be) in connection with any such action.
Each party’s indemnification obligation pursuant to this Section Error! Reference
source not found. is subject to the indemnified party (i) notifying the indemnifying
party promptly in writing of such action, (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 priorwritten consent, (iv) not entering into any settlement or compromise of any suchaction without the indemnifying party’s prior written consent, and (v) providing all
reasonable assistance to the indemnifying party (provided that the indemnifying party
reimburses the indemnified party for its reasonable out-of-pocket expenses incurredin providing such assistance).
11. Limited Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENTWILL EITHER PARTY 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 ARISINGOUT OF OR IN CONNECTION WITH THIS AGREEMENT (OR THE TERMINATIONHEREOF), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHERIN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR
OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE LOSS OF PROSPECTIVEPROFITS OR ANTICIPATED SALES, OR ON ACCOUNT OF EXPENSES,INVESTMENTS, OR COMMITMENTS IN CONNECTION WITH THE BUSINESS OR
GOODWILL OR OTHERWISE. ILLUMINA’S TOTAL AND CUMULATIVE LIABILITY
ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR
OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT RECEIVED BYILLUMINA FROM CUSTOMER UNDER THIS AGREEMENT. THE LIMITATIONSSET FORTH IN THIS SECTION SHALL APPLY EVEN IF A PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING
ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. Privacy. Customer acknowledges that Illumina deems of utmost importancethe privacy and anonymity of any individual that is the subject of the Samples.
Therefore Customer shall not disclose or provide to Illumina in any format, any
information that might identify the source of a Sample, shall comply with all legal,
regulatory, and contractual obligations with respect to the privacy of the individual thatis the subject of such Sample, and shall inform Illumina in a timely manner of any
requirements applicable to Illumina’s provision of these Services. Illumina shall not
sell, trade or otherwise share with any other customer of Illumina any accountinformation of Customer. Customer acknowledges and agrees that Illumina may
maintain and use a database of orders and account information pertaining toCustomer for purposes of order processing, maintaining records and assisting with
future orders of Customer.
13. Confidential Information. Except as provided herein, each party shallmaintain in confidence, and shall not use for any other purpose or disclose to any
third party, information disclosed by the other party in writing and marked“Confidential” (or in a similar manner to indicate its confidential nature) or that is
disclosed orally as confidential and confirmed in writing within thirty (30) days
following such disclosure (collectively, “Confidential Information”). However, thesource and identity of Samples, the Results, and the details of the assay used in theperformance of the Services which, by their very nature, would reasonably bedeemed confidential, shall be considered Confidential Information whether or not somarked. Each party also agrees not to disclose to any third party any financial termsof this Agreement without the consent of the other party, except as required by
securities or other applicable laws, in which case the disclosing party shall seek
confidential treatment to the extent available, under conditions that reasonably protect
the confidentiality thereof.
Confidential Information shall not include any information that is: (i) already known to
the receiving party at the time of disclosure hereunder, (ii) now or hereafter becomespublicly known other than through breach of this Agreement, (iii) is disclosed to thereceiving party by a third party that the disclosing party reasonably concluded wasunder no obligation of confidentiality to the disclosing party with respect thereto, or(iv) is independently developed by or for the receiving party without reliance on the
Confidential Information of the disclosing party. The obligations of confidentiality
contained in this Section Error! Reference source not found. shall remain in force
for a period of no less than three (3) years from the delivery of all the Results,
which shall in all events survive its earlier termination.
14.
Survival. All provisions of this Agreement that by their nature should survive
termination shall survive including without limitation Sections Error! Reference
source not found. - Error! Reference source not found., and all payment
obligations incurred hereunder. All other rights and obligations of the parties under
this Agreement shall cease upon termination or expiration of this Agreement.
15.

Miscellaneous.
a. Customer acknowledges and agrees that any future products and/or
services (“Unreleased Products”) are subject to new part numbers, pricing, andspecifications. Customer agrees that its purchase of the Services hereunder is not
in reliance on the availability of any Unreleased Products.
b. If any provision of this Agreement is held invalid or unenforceable, suchprovision shall be enforced to the maximum extent permissible so as to effect theintent of the parties, and the remainder of this Agreement will continue in full force
and effect. The failure of either party to exercise any right granted herein or torequire any performance of any term of this Agreement or the waiver by either partyof any breach of this Agreement shall not prevent a subsequent exercise orenforcement of, or be deemed a waiver of any subsequent breach of, the same or
any other term of this Agreement. Nothing in this Agreement shall constitute or
create a joint venture, partnership, or any other similar arrangement between theparties. No party is authorized to act as agent for the other party hereunder except
as expressly stated in this Agreement.
c.
All notices required or permitted under this Agreement shall be inwriting and shall be deemed received when (a) delivered personally; (b) five (5)days after having been sent by registered or certified mail, return receipt requested,
postage prepaid (or ten (10) days for international mail); or (c) one (1) day after
deposit with a commercial express courier specifying next day delivery or, forinternational courier packages, two (2) days after deposit with a commercial
express courier specifying 2-day delivery, with written verification of receipt.
d. Customer shall not assign or transfer this Agreement or any rights or
obligations under this Agreement, whether voluntary, by operation of law orotherwise, without the prior written consent of Illumina; provided, however, that noconsent shall be required for any assignment in connection with any merger,
acquisition or the sale of all or substantially all of the stock or assets of Customer toa party that (i) agrees in writing to be bound by the terms and conditions of thisAgreement, and (ii) is not, in Illumina’s reasonable judgment, a competitor of
Illumina. Illumina may assign or transfer this agreement to any (i) successor by
way of merger, acquisition or sale of all or substantially all of its stock or assets
relating to this Agreement, (ii) of its affiliated entities. Illumina or any successor
may assign all or part of the right to payments under this Agreement. Any
assignment or transfer of this Agreement made in contravention of the terms hereof
shall be null and void. Subject to the foregoing, this Agreement shall be binding on
and inure to the benefit of the parties’ respective successors and permitted assigns.
e. This Agreement and performance by the parties hereunder shall be
construed in accordance with the laws of the State of California, U.S.A., without
regard to provisions on the conflicts of laws.
f.
Illumina shall not be 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 by
Illumina’s suppliers or subcontractors, transportation difficulties, shortage of energy,
raw materials or equipment, or Customer’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.
g. This Agreement exclusively govern the ordering, purchase andprovision of Services provided to Customer by Illumina hereunder, and shalloverride any conflicting, amending, and/or additional terms contained in any
purchase orders, invoices, or similar documents which are hereby rejected andshall be null and void. Illumina’s failure to object to any such terms shall notconstitute a waiver by Illumina, nor constitute acceptance by Illumina of such terms
and conditions.