Terms and Conditions of Sale—VERISEQ NIPT
1. Definitions and Interpretation. In these terms and conditions the following definitions and rules apply:“Affiliate” means, with respect to a party, any entity that, directly or indirectly, controls, is controlled by oris under common control with such 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 to direct or cause thedirection of management policies of such other entity or otherwise direct the affairs of such other entity,
whether through ownership of the voting securities of such other entity, by contract or otherwise. Helix
Holdings I, LLC, and its subsidiaries and members, are not Affiliates of Seller for purposes of this Contract.
“Collection Territory” means worldwide unless prohibited by a country’s law, rule, or regulation.
“Consumable Kit(s)” means individual boxes containing Consumables. “Consumables” means VeriSeq
Consumables and Sequencing Consumables. “Consent” means the written consent from Purchaser withrespect to these terms and conditions. “Contract” means the contract between Seller and Purchaser for thesale and purchase of the Products consisting of (a) these terms and conditions, (b) the Consent and (c) the
Documentation with respect to such Products. “Documentation” means, with respect to a Product, Seller’suser manual, package insert, labelling, instructions for use, technical specifications and similar technicaldocumentation, including the Protocols, for such Product in effect on the date that such Product ships from
Seller. “Effective Date” means the effective date of this Contract as stated in the Consent. “Excluded
Use” has the meaning set forth in Section 2. “Facility” means a facility owned by, leased by, or otherwise
under the contractual control of Purchaser. “Hardware” means Seller-branded instruments, accessories,
peripherals and/or other hardware purchased by Purchaser that meet the technical specifications for hardware
as set forth in the Documentation for the Products. “Peripherals” means reagents, consumable items,
instruments and/or other laboratory equipment provided by a third party for use with Products, as expressly
set forth in Documentation for such Products. “Product(s)” means VeriSeq Software, Consumables, and/or
Training set forth in the Consent. “Protocols” means the version-controlled written protocols, standard
operating procedures, instructions, instructions for use, and/or similar documents Seller provides to Purchaser
for Purchaser to use the VeriSeq Software and VeriSeq Consumables. “Purchaser” means the person orentity acquiring the Products from Seller. “Purchaser Use” means research involving, human samples with
Purchaser’s internal laboratory test performed and validated by Purchaser, using VeriSeq Consumables,
Sequencing Consumables, and VeriSeq Software in the Facility and strictly in accordance with
Documentation, wherein the testing is for the detection of over or under representation of chromosomes 13,
18, 21, X, or Y by sequencing nucleic acids present in the cell-free fraction of maternal blood or maternal
blood components and analyzing the data generated from such sequencing, specifically excluding testing forthe purposes of (i) promoting sex selection followed by gender-specific abortion without a medical reason,(ii) gender determination for social or lifestyle purposes, or (iii) any diagnostic or clinical purposes, or
screening for a disease or other conditions. “Seller” means Illumina K.K. “Seller Intellectual Property
Rights” means the intellectual property rights owned by or controlled by Seller and/or Seller’s Affiliates, asof the date the Product ships to Purchaser, solely as necessary to perform Purchaser Use. “Sequencing
Consumables” means Seller-branded reagents and consumable items as identified in the Consent that are1
Terms and Conditions of Sale - VERISEQ NIPT_3rd Edition May 24, 2021

designated with the prefix “TG” in their catalogue number or product name and directed for on-instrument
use in nucleic acid sequencing. “Training” means technical training provided by Seller to Purchaser for
the VeriSeq Software and Protocols as specified in the Consent, and “Trained”, with respect to an individual,
shall mean that such individual has received all Training as determined by Seller. “VeriSeq Consumables”
means Seller-branded reagents and consumable items as specified in the Consent with the catalogue number
TG-190-1001 or TG-190-1002. “VeriSeq Software” means Seller-branded software, including updates
and upgrades provided by Seller, as specified in the Consent that is pre-installed on server hardware and isdesigned and directed for use with VeriSeq Consumables for Purchaser Use.
Section and paragraph headings shall not affect the interpretation of this Contract. If there is any conflictor ambiguity between the clauses of these terms and conditions, the Consent, and/or the Documentation, theconflict shall be resolved in accordance with the following order of precedence: (1) the Consent; (2) theseterms and conditions; and (3) the Documentation. Any phrase introduced by the words including, includes,in particular or for example or similar shall be construed as illustrative and shall not limit the generality of
the related general words. Words in the singular include the plural and the plural include the singular. All
references to days mean calendar days unless specifically stated otherwise. A reference to writing or written
includes fax and email. These terms and conditions are drafted in the English language.

If these terms

and conditions are translated into any other language, the English language version shall prevail.
2. Rights; Reportinga.

Rights to Products upon Purchase. Subject to the terms of this Contract, with respect to each

item of VeriSeq Software and each VeriSeq Consumable delivered to Purchaser hereunder, and with effectfrom the date of such delivery, Purchaser is granted only a non-exclusive, non-transferable, personal,
terminable, non-sublicensable license under Seller Intellectual Property Rights to use: (i) such VeriSeq
Software with Hardware, VeriSeq Consumables, Sequencing Consumables, and Peripherals, only asnecessary for Purchaser Use in Purchaser’s Facility, (ii) such VeriSeq Consumable with Hardware, VeriSeq
Software, Sequencing Consumables, and Peripherals, only as necessary (and therefore such license shallterminate once such VeriSeq Consumable has been used) for Purchaser Use in Purchaser’s Facility ((i) - (ii)collectively, “Permitted Rights”). Purchaser may not, and for the avoidance of doubt Purchaser is notgranted any right or license to (a) use any Product not in accordance with such Product’s Documentation, (b)use VeriSeq Software or VeriSeq Consumables for any purpose other than the Purchaser Use, or for any
diagnostic or clinical purposes, (c) re-use a previously used Consumable, (d) (1) modify, disassemble,
reverse-engineer, reverse-compile, or reverse-assemble any Product, other than to the extent such activities
may not be restricted by law in respect of software, (2) separate, extract, or isolate components of any Productor carry out any other analysis of any Product that is not expressly authorized by Seller in writing, or (3) gain
access to or determine the methods of operation of any Product, in each case (1) to (3) other than to the extent
such activities may not be restricted by law in respect of software, (e) use any Product for direct-to-consumer
activities, (f) transfer to a third-party, or sub-license any third-party software provided by Seller, or (g) use
any Product not in accordance with Section 3(a) below (each of (a)-(g), an “Excluded Use”), nor authorize
or purport to authorize any third party in relation to an Excluded
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Use. Purchaser agrees that this Section is designed to, and does, alter the effect of the exhaustion of patentrights that may otherwise result if the sale was made without restriction.
Purchaser agrees that (i) Purchaser’s use of VeriSeq Software or VeriSeq Consumables in any manner or for
any purpose other than Purchaser Use for such Product is a breach of this Contract, and (ii) actual knowledge
by Seller and/or Seller’s Affiliates that Purchaser is using the Product in any manner or for any purpose otherthan expressly authorized herein does not waive or otherwise limit any rights that Seller and/or Seller’sAffiliates which may have as a result of such use of the Product, including, any rights or remedies available
under this Contract, at law and/or in equity. Except as expressly stated in this Section 2, no right or licenseunder any of Seller, or Seller’s Affiliates’, intellectual property rights is or are granted expressly, by
implication, by estoppel or otherwise to Purchaser. All copies of VeriSeq Software supplied under thisContract are licensed, not sold, and may be subject to additional terms found in the VeriSeq Software’s end
user license agreement.
Purchaser is solely responsible for obtaining all Peripherals and ensuring it has all rights to use such
Peripherals for Purchaser Use.
b.

Reporting Requirement. Purchaser shall, within thirty (30) days after the end of every

calendar quarter during which Products purchased under this Contract are used, provide a written report to
Seller that describes the tests for which the Products were used, and states the number of samples tested (andreported to a doctor, other authorized person or referring laboratory) using Products for Purchaser Use insuch calendar quarter. Such report shall identify the country in which such test was performed and thecountry from which the sample originated.
3. Product Restrictions.
a.

Unauthorized Uses of Products. Purchaser acknowledges that the applicable Documentation

for Consumables states that such Products are intended for single-use only. Further, VeriSeq Software and
VeriSeq Consumables have only been validated for use together with each other and with Sequencing
Consumables, Hardware, and Peripherals. Accordingly, and subject to applicable laws and regulations,Purchaser agrees to use (i) VeriSeq Software only with VeriSeq Consumables, Sequencing Consumables,
Hardware, and Peripherals; (ii) VeriSeq Consumables only with VeriSeq Software, Sequencing Consumables,
Hardware, and Peripherals, (iii) each Consumable only one time; and (iv) any Product (or information
generated from the use of the Product) only in compliance with applicable law or regulation, as well as
ethical guidelines and fundamental legal principles promulgated by established national and international
bodies including without limitation those set forth under Illumina’s Human Rights Policy (a copy of whichis available on Illumina’s website). Specifically, Purchaser agrees not to use the Product to sequencesamples in furtherance of discrimination based on genetic characteristics, oppression of at-risk or minority
populations, clinical utilization of human heritable genome editing, reproductive cloning of human beings,
and/or bioterrorism. The limitations in (i)-(iii) in this paragraph do not apply if and to the extent theDocumentation for the Product expressly states otherwise. Purchaser shall use the Products in accordancewith their Documentation. Purchaser shall provide Seller with reasonable access to confirm Purchaser’s
compliance with the requirements in (iv). Seller reserves the right to discontinue sales of Products or3
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servicing of Hardware in the event Purchaser does not comply with this Section 3(a)(iv).
b.

Unauthorized Sublicensing. Purchaser shall not sublicense Seller’s intellectual property

rights, to any third party without Seller’s prior written consent. For the avoidance of doubt, Purchaser is
not granted and shall not have any right to sublicense, expressly, implicitly, or due to patent exhaustion, anyof Seller’s intellectual property rights, including that embodied in the Products, to any third party, and Seller
reserves to itself the exclusive rights to license or sublicense Seller’s intellectual property rights to third
parties.
c.

Third Party Purchasers. If Purchaser sells, rents, leases, loans, transfers, assigns or otherwise

disposes of the Products to a third party (a “Third Party Purchaser”), (i) for the avoidance of doubt,
no license under Permitted Rights or any other license is granted by Seller to any Third Party Purchaser,
and the Third Party Purchaser must separately obtain from Seller a license under Seller Intellectual
Property Rights; (ii) Purchaser shall require that the Third Party Purchaser may only use and dispose ofsuch Products consistent with the restrictions set forth in this Contract, including the restriction on useof the Products for an Excluded Use and this Section 3, and shall ensure that Seller may directly claim
against the Third Party Purchaser for any breach or violation of this Contract and/or the contract
between Purchaser and Third Party Purchaser; (iii) any existing warranties made by Seller under thisContract in respect of such Products shall immediately terminate and be of no further effect, unlessSeller expressly agrees in writing to transfer to the Third Party Purchaser the benefit of such warranties
for the remaining warranty period; and (iv) any existing indemnification obligations of Seller under
this Contract in respect of such Products shall immediately terminate and be of no further effect.
d.

Marketing. Purchaser is solely responsible for marketing and promoting its use oftheProducts and may not make any reference to Seller, Seller’s Affiliates, their trademarks, or their products orservices in such marketing and promoting without Seller’s prior written approval.
4. Regulatory. The Products are labeled with a For Research Use Only, or similar labeling statement and are
not approved for use in diagnostic procedures. Purchaser acknowledges that (i) the Products have not been
approved by any regulatory entity 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 Products. Purchaser shall promptly disclose to Seller any communication that it makes
to or receives from a government body, agency, or other regulatory or accrediting body pertaining to the
Products or Purchaser’s use of the Products. Purchaser shall comply with all applicable laws and regulations
when using, maintaining, and disposing of Products. In the event a Product becomes certified, approved,or cleared by a regulatory agency, then the Product may be subject to additional terms and conditions related
to products of that type (e.g., products labeled for an approved diagnostic use), and Purchaser agrees to abide
by any such terms and conditions. If Seller reasonably determines that it is necessary to discontinue sale of
any Product to Purchaser and Seller makes available for purchase by Purchaser a product or combination of
products that has a relevant regulatory status more appropriate for such application, then Purchaser willtransition to the use of that product or combination of products and cease using the applicable Product for4
Terms and Conditions of Sale - VERISEQ NIPT_3rd Edition May 24, 2021

that application. To the extent permitted under applicable law, Seller will honor purchase orders for the
Products that were accepted prior to such discontinuation.
5. Limited Liability.
a.

NEITHER PARTY LIMITS OR EXCLUDES ITS LIABILITY:(1) FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR THAT OF ITSEMPLOYEES, AGENTS OR SUB-CONTRACTORS; OR(2) FOR FRAUD OR FRAUDULENT MISREPRESENTATION; OR(3) FOR BREACH OF ANY OBLIGATION AS TO TITLE IMPLIED BY STATUTE; OR(4) FOR WILFUL INTENT OR GROSS NEGLIGENCE, OR FOR ANY OTHER ACT OROMISSION, LIABILITY FOR WHICH MAY NOT BE LIMITED OR EXCLUDED UNDERAPPLICABLE LAW; OR(5) WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.
b.

SUBJECT TO SECTION 5.a, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO

THE OTHER PARTY AND/OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT(INCLUDING NEGLIGENCE AND BREACH OF STATUTORY DUTY, MISREPRESENTATION(WHETHER INNOCENT OR NEGLIGENT), RESTITUTION, STRICT LIABILITY OR
OTHERWISE, FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS ORSERVICES, LOST PROFITS, DATA OR BUSINESS, OR FOR ANY INDIRECT, SPECIAL,INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KINDARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT, INCLUDING IN RESPECT
OF THE PRODUCTS SUPPLIED HEREUNDER (INCLUDING USE THEREOF) AND SUCH
PARTY’S PERFORMANCE OR NON-PERFORMANCE.
c.

SUBJECT TO SECTIONS 5.a AND 5.b, EACH PARTY’S TOTAL AND CUMULATIVE

LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN CONTRACT,TORT(INCLUDINGNEGLIGENCEAND

BREACHOFSTATUTORY

DUTY),MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION, STRICTLIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THISCONTRACT, INCLUDING IN RESPECT OF THE PRODUCTS SUPPLIED HEREUNDER(INCLUDING

USE

THEREOF)

AND

SUCH

PARTY’SPERFORMANCE

OR

NON-

PERFORMANCE, SHALL IN NO EVENT EXCEED THE TOTAL SUMS PAID BY PURCHASERFOR THE PRODUCTS UNDER THIS CONTRACT.
6. Limitations on Warranties. TO THE EXTENT PERMITTED BY LAW AND SUBJECT TO THE
EXPRESS PRODUCT WARRANTIES MADE IN THIS CONTRACT SELLER MAKES NO (AND
EXPRESSLY DISCLAIMS ALL) WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS,IMPLIED OR STATUTORY, WITH RESPECT TO THE PRODUCT, INCLUDING ANY IMPLIEDWARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT, THAT ANY PRODUCT WILL OPERATE INCONJUNCTION WITH ANY ITEM OTHER THAN THOSE EXPRESSLY IDENTIFIED IN THE
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DOCUMENTATION AS BEING COMPATIBLE WITH PRODUCTS, OR THAT ANY SOFTWAREPRODUCT WILL OPERATE UNINTERRUPTED OR ERROR-FREE.

7.

Expiry Date; Single Lot Shipments; Kit Lot Testing. Seller shall use commercially reasonableendeavors to ensure that Consumables shall have an expiry date that is no less than six (6) months at the timeof shipment. Expiry date will be pre-printed on the Consumable packaging. Seller shall use commerciallyreasonable endeavors to ensure each shipment of a given Consumable includes only such Consumable,
respectively, manufactured from the same lot. Seller shall use commercially reasonable endeavors totest each component reagent supplied under this Contract that comprises a given Consumable, together
with the other component reagents of that Consumable, to ensure their functionality, unless sufficient
data are available to demonstrate that a given component reagent, or component reagents, if quality
tested independently, does not affect performance of the Consumable. Seller shall provide a Certificate
of Analysis for each lot of Consumables sold to Purchaser.
8. Product Warranty. All warranties in this Contract are personal to the Purchaser and, subject to Section
3.c, may not be transferred or assigned to a third party, including an Affiliate of Purchaser. The warranties
described in this Contract exclude any stand-alone third party goods that may be acquired or used with theProducts.
a.

Warranty for Consumables. Seller warrants that Consumables will conform to the applicabletechnical specifications set forth in the Documentation therefor until the later of (i) six (6) months from thedate of shipment from Seller, or (ii) any expiration date or the end of the shelf-life pre-printed on such
Consumables by Seller, but in either event, no later than twelve (12) months from the date of shipment.
b.

Warranty for VeriSeq Software and Server. Seller warrants that VeriSeq

Software(including server hardware on which the VeriSeq Software is supplied) will conform to the applicabletechnical specifications set forth in the Documentation therefor for a period of twelve (12) months after its
shipment date from Seller.
c.

Exclusions from Warranty Coverage. The foregoing warranties do not apply to the extent a

non-conformance is due to (i) abuse, misuse, neglect, negligence, accident, improper storage, fair wear andtear, or use contrary to the applicable Documentation or other breach of any term of this Contract by Purchaser,(ii) improper use or handling (including use or handling by any Purchaser personnel who have not been
Trained), installation, maintenance, or repair (other than if performed by Seller’s personnel), (iii)
unauthorized modification, (iv) force majeure events, (v) use of (1) non-Seller-branded hardware with
VeriSeq Software, and/or (2) reagents or consumables with VeriSeq Software other than Consumables, and/or(3) non-Seller-branded hardware or non-Seller-branded software with Consumables (except, in each case (1)(3), as may be required under the relevant Product Documentation) or (vi) use of VeriSeq Consumables or
VeriSeq Software without Sequencing Consumables or Peripherals that may be set forth under the relevant
Product Documentation.
d.

Training Warranty. Seller warrants that any Training will be provided using reasonable care
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and skill.
e.

Procedure for Warranty Coverage. In order to be eligible for repair or replacement under

the foregoing warranties Purchaser must (i) promptly after discovery of non-conformance and in any event
within thirty (30) days of discovery of non-conformance, contact Seller’s support department to report the
non-conformance, (ii) cooperate with Seller in confirming or diagnosing the non-conformance, and (iii)
return the Product following Seller’s instructions or, if agreed by Seller and Purchaser, grant Seller’s

authorized repair personnel access to the Product in order to confirm the non-conformance and makerepairs.
f.

Sole Remedy under Warranty. Seller will, at its option, repair or replace (or in the case ofTraining, re-deliver) non-conforming Product that is covered by this warranty, provided that Seller canreasonably identify and confirm such nonconformance. The terms of this Contract shall apply to any
repaired or replaced Products. The preceding terms of this Section 8 state Purchaser’s sole remedy andSeller’s sole liability and obligations in respect of a Product’s failure to comply with the warranties set forthin this Section 8.
9. Indemnification.
a.

Infringement Indemnification by Seller. Subject to the terms of this Contract, including

Sections 9.b and 9.d, Seller shall (i) defend, indemnify and hold harmless Purchaser against any third-party
claim or action alleging that a Product when used for the specific Purchaser Use and in accordance with theterms of this Contract (including in accordance with such Product’s Documentation), infringes the valid andenforceable intellectual property rights of a third party, and (ii) pay all authorized settlements entered into by,
and all final judgments and costs (including reasonable lawyers’ fees) awarded against Purchaser inconnection with such infringement claim. If a Product or any part thereof, becomes, or in Seller’s opinion
may become, the subject of an infringement claim, Seller shall have the right, at its option, to (A) procure forPurchaser the right to continue using the Product, (B) modify or replace the Product with a substantiallyequivalent non-infringing substitute, or (C) require the return of the Product and terminate the rights, license,
and any other permissions provided to Purchaser with respect the Product and refund to Purchaser the
depreciated value (as shown in Purchaser’s official records) of the returned Product at the time of such return;provided that no refund will be given for used-up or expired Consumables. This Section states the entire
liability of Seller for any infringement of third party intellectual property rights.
b.

Exclusions to Seller Indemnification Obligations. For the avoidance of doubt, Seller has no

obligation to defend, indemnify or hold harmless Purchaser for any infringement claim to the extent such
infringement arises from: (i) use of the Product in any manner not in accordance with this Contract, including
any use of the Product other than for the specific Purchaser Use or not in accordance with or outside of its
Documentation, (ii) use of the Product in combination with any other products, materials, or services not
supplied or authorized by Seller in the relevant Product Documentation, (iii) use of the Product to perform
any assay or other process not supplied or authorized by Seller, (iv) Seller’s compliance with specifications
or instructions for such Product furnished by, or on behalf of, Purchaser, (v) Purchaser’s breach of any term
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of this Contract, (vi) use of stand-alone third party goods that may be acquired or used with the Products, or(vii) the use of the Products in any manner not in accordance with the Purchaser Use and this Contract(including Documentation) that requires rights to intellectual property rights owned by third parties (each of(i) – (vii), an “Excluded Claim”).
c.

Indemnification by Purchaser. Subject to Section 9.d, Purchaser shall defend, indemnify andhold harmless Seller, its Affiliates, their non-Affiliate collaborators and development partners that contributed
to the development of the Product, and their respective officers, directors, representatives and employees

against any claims, liabilities, damages, fines, penalties, causes of action, and losses of any and every
kind, including personal injury or death claims and infringement of a third party’s intellectual property
rights, resulting from, relating to, or arising out of any Excluded Claim.
d.

Conditions to Indemnification Obligations. The parties’ indemnification obligations under

this Contract are conditioned upon the party seeking indemnification (i) promptly notifying the other party
in writing of such claim or action, (ii) giving the other party exclusive control and authority over the defense
and settlement of such claim or action, (iii) not admitting infringement of any intellectual property rightwithout prior written consent of the other party, (iv) not entering into any settlement or compromise of any
such claim or action without the other party’s prior written consent, not to be unreasonably withheld ordelayed, and (v) providing reasonable assistance to the other party in the defense of the claim or action;
provided that, the party reimburses the indemnified party for its reasonable out-of-pocket expenses incurredin providing such assistance.
10. Discontinuation/Changes to Consumable Kits. Purchaser acknowledges and agrees that any Productmay be phased out of production and no longer available, and/or there may be a new, reconfigured, or
repackaged version of a Consumable Kit that embodies a material change to form, fit or function of such
Consumable Kit with respect to its technical specifications identified on Seller’s Certificate of Analysis forsuch Consumable Kit (“Changed Consumable Kit”). To the extent Seller is aware that Purchaser has
purchased affected Consumable Kits within the nine month period prior to the Discontinuation Date orchange, Seller will use commercially reasonable endeavors to notify Purchaser of the discontinuation orchange and will make the Changed Consumable Kits available no later than six (6) months prior to the datethat the original Consumable Kit is discontinued (“Discontinuation Date”). Upon Purchaser request, Seller
may in good faith provide a reasonable quantity of Changed Consumable Kits free of charge to facilitate
Purchaser’s validation efforts in support of the change. Use of Changed Consumable Kits is subject to theseterms and conditions.
11. Title and Risk of Loss. Title (except for software) and risk of loss transfers to Purchaser on the dateindicated in the proof of delivery specified by Seller.
12. Provision of Software; Documentation; Training. Seller shall provide VeriSeq Software on server
hardware purchased by Purchaser from Seller. Seller may provide Documentation with each Product attime of shipment or electronically. Purchaser shall not copy or transfer the VeriSeq Software from the server
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hardware supplied by Seller without Seller’s prior written consent. With respect to any Training ordered by
Customer, Seller shall provide up to fifty (50) hours of Training at such times to be agreed between the Seller
and Purchaser. Any additional Training requested by Purchaser shall be at additional charge and separately
contracted for by Seller and Purchaser.
13. Term and termination.
a.

Term. Unless terminated earlier in accordance with its terms, this Contract shall commenceon the Effective Date and shall continue in force (i) until the expiry date as stated in the Consent, or, if no
expiry date is stated in the Consent, (ii) for a period expiring on the first occurrence of 31 March following
the Effective Date.
b.

Termination. Without limiting any of its other rights or remedies, either party may terminate

this Contract with immediate effect on written notice to the other party if (a) there is a material breach of thisContract by the other party, and, where such breach is capable of being remedied, such breach is not remediedby the other party within thirty (30) days of such written notice, or (b) the other party (i) suspends or threatens
to suspend (1) payment of its debts or is unable to pay its debts as they fall due or (2) all or a substantial partof its business, (ii) 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; or (iii) is the
subject of any event or proceeding in any jurisdiction to which the other party is subject that has an equivalentor similar effect to any of the events set forth in the foregoing sub-paragraphs (i) and (ii).
c.

Consequences. On termination or expiry of this Contract for any reason (x) Purchaser shallimmediately pay to Seller all of Seller's outstanding unpaid invoices and interest; (y) Sections 1, 2, 3, 4, 5, 6,
8 (for the remainder of any surviving warranty period), 9, 10, 13.c, and 14, and terms which expressly or by
implication have effect after termination shall continue in full force and effect; and (z) the parties' rights andremedies that have accrued as at termination or expiry shall not be affected.
14. General.
a.

Whole agreement. This Contract exclusively governs the ordering, purchase, supply, and useof the Product, to the exclusion of any other terms that Purchaser seeks to incorporate or impose, or which
are implied by trade, custom, practice or course of dealing. Seller’s failure to object to any such terms that
Purchaser may seek to incorporate or impose shall not constitute a waiver by Seller, nor constitute acceptanceby Seller of such terms. Any samples, drawings, descriptive matter, or advertising produced by Seller andany descriptions or illustrations contained in Seller's catalogues or brochures are produced for the sole
purpose of giving an approximate idea of the Products described in them. They shall not form part of thisContract or have any contractual force. This Contract represents the entire agreement between the parties
regarding the subject matter hereof and supersedes all prior discussions, communications, agreements, andunderstandings of any kind between the parties. The Purchaser agrees that it shall have no remedies inrespect of any statement, representation, assurance or warranty (whether made innocently or negligently) thatis not set forth in this Contract. Subject to Section5.a, the Purchaser agrees that it shall have no claim for
innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
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b.

Governing Law. This Contract, and any dispute or claim arising out of or in connection withit or its subject matter or formation (including non-contractual disputes or claims) shall be governed by andconstrued in accordance with the laws of Japan, and Seller and Purchaser agree that the United Nations
Convention on Contracts for the International Sale of Goods shall not apply to this Contract.
c.

Representations and Warranties of Purchaser; Resale.

Purchaser acknowledges and agrees

that Purchaser is not an authorized dealer, representative, reseller, or distributor of any of Seller’s, or its
Affiliates’, products or services. Purchaser represents and warrants that it is purchasing the Products onbehalf of itself and not on behalf of a third party and agrees not to (i) actively resell or distribute the Products
to a third party; or (ii) export the Products from Japan.
d.

Seller Remedies for Breach. In addition to, and without limiting, any other rights or remedies

of Seller specified elsewhere in this Contract, or any other rights or remedies available to Seller under law orin equity, Seller may on written notice to Purchaser with immediate effect do any, all, or any combinationof the following in the event Purchaser breaches any term of this Contract: (i) cease performance, including
cease further shipments of the Product, (ii) terminate the rights granted to Purchaser pursuant to Section 2,
and (iii) terminate any remaining product warranty for the affected Products.
e.

Future Products. Purchaser acknowledges and agrees that any products and/or services that

may be made available by Seller after the date of this Contract (“Future Products”) are subject to newpart numbers, pricing, and specifications and that Purchaser’s acquisition of the Products hereunder is not
in reliance on the availability of any Future Products.
f.

Seller Affiliates. Any actions or rights that may be performed or exercised by Seller hereunder

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. Seller’s Affiliates
may enforce any term of this Contract against Purchaser after being added as a party to this Contract.
g.

Force Majeure. Seller is not responsible for any failure to perform or delay attributable inwhole 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 or insurrection, sabotage, labor shortages or disputes, failure or delay in delivery
by Seller’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 bedeferred for a period equal to the time lost by reason of the delay.
h.

Notices. Any notice required or permitted shall be in writing sent to Seller’s Legal Department.

A notice shall be deemed received when (i) delivered personally; (ii) five (5) days after having been sent byregistered or certified mail, return receipt requested, postage prepaid (or ten (10) days for international mail);or (iii) one (1) day after deposit with a commercial express courier that provides written verification of receipt.
i.

Assignment. Purchaser may not assign, transfer, mortgage, charge, subcontract or deal in any

other manner with this Contract or any of its rights or obligations hereunder, whether voluntary, by operationof law or otherwise, without the prior written consent of Seller; provided that, only notice to Seller and 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 Purchaser to a party that (i) agrees in writing to be bound by this10
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Contract, and (ii) is not a competitor of Seller or any of Seller’s business units or Seller’s Affiliates. Seller
may assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of thisContract or any of its rights or obligations hereunder, including the right to payments. Any assignment ortransfer made by Purchaser in contravention of the terms hereof shall be null and void.

Subject to theforegoing, this Contract shall be binding on and inure to the benefit of the parties’ respective
successors and permitted assigns.
j.

Seller Information. Purchaser acknowledges and agrees that all information, whether written

or not, provided during Training (i) is the confidential information of Seller and/or its Affiliates regardless ofwhether they have been marked or otherwise identified as confidential or proprietary, (ii) are trade secrets ofSeller and its Affiliates, and (iii) are subject to an indefinite period of confidentiality regardless of anything
to the contrary and Purchaser shall not use any such information other than as reasonably necessary for useof the Products under this Contract or disclose such information to any third party, excluding in each caseany information that Purchaser can demonstrate is already in, or comes into, the public domain other than
through Purchaser’s unauthorized disclosure. Purchaser may not disclose any financial terms of thistransaction to any third party without the prior written consent of the Seller, except as (and only to the extent)
required by securities or other applicable law. Purchaser grants to Seller a non-exclusive, fully paid-up,
royalty-free, worldwide, irrevocable, non-terminable, perpetual right and license, with the right to sublicense
through multiple tiers, to commercially exploit and otherwise use in any manner suggestions, ideas,
improvements, comments and other information provided by Purchaser to Seller related to the Products andall intellectual property rights therein.
k.

Export Compliance. Purchaser acknowledges that the Products, any related technology, or

information provided to Purchaser may be subject to restrictions and controls imposed by the United States
Export Administration Act and the regulations thereunder (or the export regulations and laws of anothercountry). Notwithstanding anything to the contrary in this Contract, Purchaser agrees not to use theProducts in, or export or re-export the Products, any related technology, or information provided to Purchaser
into, any country or to any person or entity, or in any manner, in violation of such controls or any other laws,
rules or regulations of any country, state or jurisdiction.
l.

Healthcare Law Compliance. Purchaser acknowledges and agrees that as a healthcarecompany, Seller, and Seller’s Affiliates, may be required by applicable law and regulation or company
rules and policies (e.g., the U.S. Sunshine Act, and state and foreign equivalents, the Clinical Trials Act ofJapan, and the Transparency Guidelines of the Japan Federation of Medical Devices Associations andJapan Association of Clinical Reagents Industries) to disclose the existence of this Contract, the terms ofthis Contract including financial terms, and the subject matter. Purchaser shall, upon request, promptly
provide Seller with such information as are necessary to make such disclosure.
m.

Miscellaneous. These terms and conditions may be amended by Seller from time to time at its

sole discretion with prior notice by way of a notice on the Seller’s website, by e-mail, or in writing. Suchamendment to these terms and conditions shall apply to this Contract concluded between Seller and Purchaser.
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
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and effect. A waiver of any right or remedy under this Contract or law is only effective if given in writing
and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to
exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any

other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right orremedy. No single or partial exercise of such right or remedy shall prevent or restrict the further
exercise of that or any other right or remedy. Nothing herein shall constitute or create a joint venture,
partnership, or any other similar arrangement between the parties Other than as set forth at Section 14.g,
any person who is not a party to this Contract shall not have any rights to enforce its terms. These terms
and conditions shall be effective as of May 24, 2021.

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Terms and Conditions of Sale - VERISEQ NIPT_3rd Edition May 24, 2021