TERMS AND CONDITIONS(ILLUMINA DRAGEN SERVER FOR
NEXTSEQ 550DX INSTRUMENTS)

1. System; Definition. The Illumina DRAGEN Server for NextSeq 550Dx Instruments (the “System”) consists of: (a) one (1)computer server (the “Server”) containing one (1) DRAGEN Bio-IT Processor on PCIe Card, and (b) the DRAGEN Software
Suite in object code, including any Updates (as defined below) that Illumina makes available to User (the “DRAGEN
Software”). “User” means the person or entity acquiring the System. The DRAGEN Software includes, but is not limited to,software that is paired with a NextSeq 550Dx Instrument (“NextSeq 550Dx”) and is intended for human in-vitro diagnosticuse (the “IVD Software”). For the avoidance of doubt, DRAGEN Software may be installed on the Server by Illumina orprovided separately to User. IVD Software is intended for use, and may only be used by User, in connection with the
NextSeq 550Dx, in Dx mode, purchased separately by User pursuant, and subject to, separate Terms and Conditions ofSale or other written agreement.

2. License. Subject to these terms and conditions, including payment by User of all applicable fees, and solely during the Term,
Illumina hereby grants to User a single site, non-exclusive, non-transferable, non-sublicensable, limited, revocable license
to install the DRAGEN Software and to use the DRAGEN Software in accordance with its Intended Use. “Intended Use”
means the intended use as set forth in the intended use statements in these terms and conditions and the Documentation.
DRAGEN Software, whether provided separately, installed on, or embedded in the Server is licensed to User, not sold.

3. Server. The Server is subject to the OEM manufacturer’s terms and conditions specific to the Server and such terms areincorporated into these terms and conditions by this reference.

4. Documentation. Illumina will provide to User an installation guide, user manual, and/or package insert for the System andwill provide other technical written materials related to the System as necessary for User’s use of the System (collectively,
the “Documentation”). Documentation may be provided with the System at time of shipment or provided electronicallyby Illumina.

5. Regulatory. User agrees to comply with all applicable laws, regulations, and ethical guidelines promulgated by establishednational and international ethical bodies when using, maintaining, and disposing of the System and the information
generated from the use of the System.

6. Delivery. To the extent applicable, Illumina shall use commercially reasonable efforts to deliver the System to the delivery
location in the quantities and on the date(s) agreed in writing by the parties.

7. Price and Payment Terms.
a) User may purchase one or more DRAGEN Software licenses based on its usage of the System. The number of licenses
purchased as well as the price and the payment terms are or will be set forth in a quotation (the “Quotation”). Any purchaseorder issued by User for a System shall be non-cancellable and each such order is subject to acceptance by Illumina either inwriting or by shipping the System to User.

b) The fees paid for the System include support and maintenance as described in Section 12 (Support and Maintenance). The
fees for the System do not include (i) shipping and handling charges, (ii) any federal, state or local sales, use or excise taxes(including VAT) or any other tax, nor (iii) any customs fees, duties, tariffs or other governmentally imposed fees, all of which
are to be paid by User. If paid by Illumina, such costs, charges, duties, levies and other government fees will be invoiced by
Illumina.

c) Unless otherwise specified in the Quotation, all invoices are due and payable by User within thirty (30) days from the date ofUser’s receipt of the invoice.

d) Payments are to be made by wire transfer to the account set forth in the invoice, or as otherwise directed by Illumina. In theevent the invoice is not paid when due, Illumina reserves the right to charge a late payment fee of one and one-halfpercent (1.5%) per month or the maximum rate permitted by law, whichever is less, from the date due until paid in full. If
Illumina does not receive payment within thirty (30) days after User’s receipt of the invoice, Illumina may, in its sole
discretion and upon written notice to User, turn off User’s access to the DRAGEN Software.

8. Term and Termination.
a) The license to the DRAGEN Software shall commence upon the DRAGEN Software being made available to User and shallcontinue for the period set forth in the Quotation (the “Term”). User acknowledges that the DRAGEN Software will “time out”
and cease to work upon expiration of the Term. The Term may be extended for additional periods upon written agreementof Illumina and User and payment of applicable fees.

b) Illumina may terminate the license to DRAGEN Software (i) at any time upon written notice if User fails to comply withthese terms and conditions and fails to cure such material breach within thirty (30) days of Illumina’s written notice toUser; or (ii) immediately if User becomes insolvent, ceases to do business as a going concern or if a petition has been filed
by or against User under any bankruptcy, insolvency or similar law or User makes an assignment for the benefit of creditors.

c) Upon expiration or earlier termination of theTerm, (i) the licenses granted to User hereunder shall immediately terminate; (ii)
User shall immediately discontinue any and all use of the DRAGEN Software; and (iii) User shall immediately andpermanently erase and remove all copies of the DRAGEN Software from the Server or any other computers, and User shallnot retain any copies of the DRAGEN Software, in whole or in part, including in electronic back-up files.

9. System Use by User. User will be provided with a unique password (“Login Credentials”) which must be used to log into the
System. User shall maintain control of the Login Credentials at all times. User is solely responsible for compliance with any
and all applicable laws, regulations and governmental policies that pertain to its use of the System.

10.Prohibited Activities. Notwithstanding anything to the contrary in these terms and conditions, User shall not, directly or
indirectly, (a) sell, distribute, provide access to, export, transfer, convey, or convert the System, in whole or in part, to any
other person, party or entity, including affiliates of User (“Third Party”); (b) service, repair, modify, alter, replace, reverse
engineer, disassemble, decompile or otherwise change the System (or any components thereof); (c) copy, modify, correct,
adapt, translate, enhance prepare derivative works or improvements, or attempt to derive or gain access to the sourcecode of the DRAGEN Software; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise makeavailable the DRAGEN System (or any component thereof) to any Third Party, including on or in connection with the internet
or any time-sharing, service bureau, software as a service, cloud or other technology or service; (f) use the Software withany data generated from instruments other than the NextSeq 550dx; or (g) use the DRAGEN Software in any manner orfor any purpose that infringes, misappropriates or otherwise violates any intellectual property rights or other right ofIllumina or any Third Party, or that violates any applicable law. In the case of Open Source Software included with or in the
DRAGEN Software, (i) such software is not licensed to User by Illumina, and User’s rights with respect to such software is set
forth in the Documentation or is otherwise included in the “Help” or “About” box in the DRAGEN Software and (ii) theterm “DRAGEN Software” does not include Open Source Software. For purposes of these terms and conditions, “OpenSource Software” means all software that is distributed as “free software,” “open source software” or under a similar
licensing or distribution terms, including software that is available under the Open Software License (OSL), GNU Affero
General Public License (AGPL), GNU General Public License (GPL), and GNU Lesser General Public License(LGPL).

11. Ownership. Subject to the express rights and licenses granted by Illumina to User herein, Illumina reserves and retains allright, title and interest in and to the System and all intellectual property rights therein. Intellectual property rights relatingto the System are solely and exclusively owned by Illumina. All modifications, enhancements or changes to the System (andall intellectual property rights therein) are and shall remain the property of Illumina without regard to the origin of suchmodifications, enhancements or changes. Except for the express licenses granted in these terms and conditions, no otherrights are granted User in Illumina’s intellectual property or other rights, whether express, implied, by estoppel orotherwise. User agrees that it shall not challenge the intellectual property rights in and to the System, including all without
limitation copyrights, patents, and trademarks. As between User and Illumina, User reserves and retains sole and exclusive
ownership of all right, title and interest in and to the User Data, including all intellectual property rights arising therefrom
or relating thereto. “User Data” means all data, information and other content of any type and in any format, medium orform, whether audio, visual, digital, screen, GUI or other, that is input, uploaded to, placed into or collected, stored,
processed, generated or output by the System by or on behalf of User.

12. Support and Maintenance.
a) Illumina will provide support for the System in accordance with its standard business practices.
b) Illumina may provide updates, version upgrades and patches (“Updates”) to the DRAGEN Software from time to time at
Illumina’s discretion. All Updates shall be available to User as a download and provided at no additional charge specificallyfor the licenses purchased by User during the Term. All Updates shall be deemed part of the DRAGEN Software.

13. Limited Warranties.
a) Warranty Illumina warrants that the DRAGEN Software will substantially conform to the relevant Documentation during
the Term.

b) Exclusions. The foregoing warranties do not apply to the extent a non-conformance is due to (i) abuse, misuse, neglect,negligence, accident, improper storage, or use contrary to the Documentation or Specifications, (ii) use that is not inaccordance with these terms and conditions, (iii) improper handling, installation, maintenance, or repair (other than if
performed by Illumina personnel), (iv) unauthorized alterations, or (v) use with a third party’s good (unless the DRAGEN
Software’s Documentation or technical specifications expressly state such third party’s good is for use with the DRAGEN
Software). ILLUMINA MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVER OR ANY OPEN
SOURCE SOFTWARE. THE SERVERS AND SUCH OPEN SOURCE SOFTWARE ARE PROVIDED “AS IS” AND WITHOUTWARRANTY, PROVIDED THAT ILLUMINA WILL PASS THROUGH TO USER THE MANUFACTURER’S WARRANTY FOR THE
SERVER.

c) Claims and Remedies. If the DRAGEN Software does not meet the warranty provided herein, User must contact Illumina
through the Illumina DRAGEN Customer Portal as soon as reasonably practicable after the failure is discovered and willreport to Illumina in detail how such DRAGEN Software failed to comply with the warranty. Illumina will, at its option,
repair or replace the non-conforming DRAGEN Software, provided that Illumina can reasonably identify and confirm suchnonconformance. The foregoing shall be User’s sole and exclusive remedy and Illumina’s sole liability for any breach of
any warranty.

d) Disclaimer of Warranty. The warranties provided by Illumina extends only to User and are non-transferable. The above
warranties are exclusive, and Illumina makes no other representations or warranties of any kind whatsoever, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISINGFROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, OR THAT THE SYSTEM WILL MEET USER’SREQUIREMENTS OR THAT ALL BUGS AND ERRORS IN THE DRAGEN SOFTWARE WILL BE CORRECTED. ILLUMINA MAKES NO
WARRANTY WITH RESPECT TO THE RESULTS TO BE ACHIEVED BYUSERUSINGTHE SYSTEM.

14. Indemnification.

a) Mutual Defense and Indemnity. Each party will defend, indemnify and hold the other party harmless from and against any
claim, demand, proceeding, action or lawsuit (each, a “Claim”) and costs and expenses related thereto (including, without
limitation, reasonable attorneys’ fees) by an unaffiliated third party arising out of the indemnifying party’s grossnegligence, wrongful conduct, or breach of these terms and conditions.

b) Intellectual Property Indemnification. Illumina shall defend, indemnify and hold User harmless from and against any third
party Claim alleging that the System infringes, misappropriates or otherwise violates the valid and enforceable intellectual
property right of any third party (an “Intellectual Property Claim”).

c) Mitigation. At any time after notice of an Intellectual Property Claim or if Illumina believes there is a basis for an Intellectual
Property Claim, then Illumina may, at Illumina’s sole option and expense, either (i) procure the right for User to continue
using the System as provided in these terms and conditions, or (ii) replace or modify the System to avoid the Intellectual
Property Claim. If Illumina deems (i) or (ii) not commercially reasonable, Illumina may immediately terminate the licenses
granted in these terms and conditions by written notice to User and promptly refund to User the amount paid by User forthe licenses prorated for the remaining portion of the Term.

d) Limitations and Exclusions. Notwithstanding anything to the contrary, Illumina shall have no obligations or liability under
Section 14.b. (Intellectual Property Indemnification) to the extent any Intellectual Property Claim is caused by (i) the
combination of the System with any product, software or service not provided by Illumina to User, (ii) use of the System inviolation of any restriction or limitation set forth in these terms and conditions with respect to the System, (iii) use of any
version or release of the DRAGEN Software other than the most recent version or release made available to User if theIntellectual Property Claim would have been avoided by the use of the most recent version or release, or (iv) User’s failure
to comply with Illumina’s written direction to cease any activity that in Illumina’s reasonable judgment maybe ruled to be
an infringement or misappropriation of a third party’s intellectual property rights.

e) Procedural Conditions and Requirements. Each party’s obligations and liability under this Section 14 (Indemnification) withrespect to any Claim or Intellectual Property Claim, as applicable, is conditioned upon the indemnified party: (i) notifying
the indemnifying party providing prompt written notice of the Claim, (ii) permitting the indemnifying party to assume the fulland sole control of the defense of the Claim and settlement negotiations for the Claim (provided, however, that theindemnifying party will obtain the indemnified party’s prior written consent in connection with any settlement thatadversely affects the rights of such indemnified party, such consent to not be unreasonably withheld or delayed), and (iii)
providing all reasonable information and assistance requested by the indemnifying party related to the Claim or the
defense or settlement of the Claim; provided however, failure to provide such notice as outlined under subsection (i)herein and reasonable cooperation as outlined under subsection (iii) herein does not relieve indemnifying party of its
obligations under this Section except to the extent that the indemnifying party can demonstrate that it has been materially
prejudiced as a result of such failure(s). The indemnified party is entitled to engage independent counsel, at its soleexpense, subject to the indemnifying party having control of the defense and settlement of the Claim.

f) Sole Remedy. THE TERMS IN THIS SECTION 14 SHALL BE USER’S SOLE AND EXCLUSIVE REMEDY AND ILLUMINA’S SOLE AND
EXCLUSIVE LIABILITY AND OBLIGATION WITH RESPECT TO THIRD PARTY CLAIMS OF INFRINGEMENT ORMISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

15. Disclaimer of Liability. To the fullest extent allowed by law, EVEN IF A LIMITED REMEDY SET FORTH HEREIN FAILS OF ITSESSENTIAL PURPOSE, In no event shall Illumina be liable, whether for breach or repudiation of contract, tort, breach of
warranty, negligence or otherwise for any (i) special, incidental, consequential, punitive, indirect or exemplary damagesof any kind, however caused, whether or not such party was advised or was aware of the possibility of such loss ordamages, including any such damages arising from or related to the results obtained through the use of the System, loss ofuse, loss of data, downtime or for loss of revenue, profits, goodwill or business or other financial loss, or (ii) amounts thatexceed the aggregate of the amount paid or payable by User for use of the System during the Term.

16. Injunctive Relief. Each party agrees that a breach or threatened breach of Sections 2 (License), 9 (System Use by User), 10(Prohibited Activities), or 11 (Ownership) of these terms and conditions may result in irreparable and continuing damage
to the non-breaching party, for which there may be no adequate remedy at law. In the event of such breach or threatened
breach, the non-breaching party, in addition to any other remedies it may have at law or in equity, may seek a restraining
order, injunction, or other similar remedy in order to specifically enforce the provisions of these terms and conditions.

17. Compliance with Laws; Export Control. Each party agrees to comply with applicable laws and regulations in its performanceof these terms and conditions. User agrees to adhere to all applicable export control laws and regulations and to not,directly or indirectly, sell, export, re-export, transfer, divert or otherwise dispose of the System, in whole or in part, including
to any country prohibited by U.S. laws or regulation.

18. Governing Law; Venue. The laws of the United States of America and the State of California govern all matters arising out ofor relating to these terms and conditions without giving effect to any conflict of law principles. The United National
Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditions.

19. Force Majeure. Except with respect to the obligation to pay amounts due, neither party shall be liable to the other party for
failure or delay in the performance of any of its obligations under these terms and conditions for the time and to the extent
such failure or delay is caused by earthquake, riot, civil commotion, war, terrorist acts, flood, governmental acts or
restriction, or any other cause that is beyond the reasonable control of the respective party.

20. Arbitration. In Illumina’s sole discretion, any dispute, claim or controversy arising out of or relating to these terms andconditions, shall be determined by confidential binding arbitration conducted in the English language, under generally
accepted arbitration rules and procedures in a venue to be determined by Illumina. In all cases of arbitration each party
shall bear its own costs and expenses and an equal share 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 the arbitrator shall be final and binding on the parties, provided
that, the arbitrator shall not 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 clause shall not preclude the parties from seeking
provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

21.Other Terms.
a) Each party is an independent contractor relative to the other party, and nothing herein shall be construed to create apartnership, joint venture, agency or other relationship between the parties other than the contractual relationshipexpressly set forth herein.

b) These terms and conditions, including attached exhibits and together with the Quotation, constitutes the full and entire
understanding and agreement between the parties with respect to the subject matter of these terms and conditions, andsupersedes all prior understandings, discussions, negotiations and prior and contemporaneous agreements between theparties with respect to the subject matter of these terms and conditions, including any purchase order and any otherdocuments exchanged concerning the System. No terms or conditions on User’s purchase order (even if Illumina accepts
such purchase order) or other document shall be binding on either party.

c) These terms and conditions may not be assigned or otherwise transferred, in whole or in part, by either party without theprior written consent of the non-assigning party, except that Illumina may assign or transfer this agreement, without User’s
prior written consent, to an Illumina affiliate, or to a successor to all or substantially all of its assets or business. An

assignment by operation of law shall be deemed an assignment for purposes of the foregoing. Any attempted assignmentor transfer shall be void. No waiver of any provision of these terms and conditions will be effective unless in writing andsigned by the party against whom such waiver is sought to be enforced. No failure or delay by either party in exercising
any right, power or remedy under these terms and conditions will operate as waiver of any such right, power or remedy.
If any one or more of the provisions or parts of a provision contained in these terms and conditions is, for any reason, held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceable shall not affect any otherprovision or part of a provision of these terms and conditions.