Illumina Cambridge Limited
Terms and Conditions – Services (NON-CLINICAL LABORATORY)
February 2014

1.
Definitions; Interpretation.
“Agreement” means either (i) the
Quotation, including these terms 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 andconditions and the applicable Service Description which form a part thereof in thecase of an Electronic Order; or (iii) all terms referenced in an Order Confirmation,
including these terms and conditions and the applicable Service Description which
form a part thereof in the case of an order placed 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 andconditions. “Electronic Order” means an order placed by Customer utilizing
Illumina’s electronic commerce system (e.g., iCom).
“Intellectual Property
Rights” means all patent rights, copyrights (including rights in computer software),trade marks, trade names, get up and logo, service marks, business names(including internet domain names), design rights, database rights, rights inundisclosed or confidential information (such as know-how, trade secrets andinventions (whether or not patentable)) and all other intellectual property or similar
proprietary rights of whatever nature, current or future, under the laws of any
jurisdiction, whether registered or not and including all applications or rights toapply 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 specifically described in theapplicable Service Description. “Results Work Product” means, subject to section
7, the Results and all discoveries and inventions, including without limitation
discoveries and inventions relating to expressions, that arise directly out of theResults, including without limitation, any diagnostic or therapeutic discoveries orinventions. “Sample(s)” means the sample(s) to be provided by Customer toIllumina as described in the applicable Service Description and/or Quotation.
“Sample Requirements” means the quantity, quality, and other requirements foreach Sample as specified in the applicable Service Description and required inorder for Services to be successfully performed on a given Sample. “Services” asused herein refers to the activities to be performed hereunder as described in andsubject 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. Sections, titles and headings in this Agreement are forconvenience only and are not intended to affect the meaning or interpretation
hereof. Whenever required by the context, the singular term shall include theplural, the plural term shall include the singular, and the gender of any pronoun
shall include all genders. As used in this Agreement except as the context mayotherwise require, the words “include”, “includes”, “including”, and “such as” aredeemed to be followed by “without limitation”, whether or not they are in fact
followed by such words or words of like import, and “will” and “shall” are usedsynonymously. Except as expressly stated, any reference to “days” shall be tocalendar days, and “business day” shall mean all days other than Saturdays,
Sundays or a bank holiday recognised in England and Wales.
2.
Applicability of Terms and Conditions. This Agreement shall exclusively
govern the ordering, purchase and provision of the Services, and shall prevail overany conflicting, amending and/or additional terms contained in any purchaseorders, invoices or similar documents, which are hereby rejected and shall be nulland void. Illumina’s failure to object to any such terms shall not constitute a waiverby Illumina, nor constitute acceptance by Illumina of such terms and conditions.
3.
Information Transfer; Samples. In order to ensure timely andsatisfactory performance of the Services, it is critical that Customer provide all
relevant information and other 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.
Customer acknowledges that any failure to provide the Samples, information, andany other materials in accordance with the Service Description may result in delaysin the project and Illumina shall not be in breach of this Agreement nor liable to theCustomer in respect of any such failure of the Customer. After receipt of thepurchase order from Customer, Customer shall promptly provide to Illumina thenumber of Samples as set forth in the Quotation in accordance with the Sample
Requirements set forth in the applicable Service Description. Customer agrees thateach Sample shall meet the Sample quality criteria established by Illumina thatapplies to such Service. Illumina reserves the right to change the Sample quality
criteria in its sole discretion, and Illumina will provide Customer with written
notification of any such changes. See the applicable Service Description for
additional information concerning Sample quality requirements.
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
and has notified Customer that such file is available OR upon shipment FOB origin
of such hard drive(s) or material containing all or a portion of the Results. Customer
acknowledges that Illumina does not typically retain a copy of the Results beyond
Delivery and the Results may not be recoverable from Illumina’s systems after

Delivery. In the event of loss of the Results by the Customer after Delivery, Illumina
shall have no further obligation to deliver the Results to the Customer
5.
Pricing; Payment. Prices for the Services shall be as specified in the
Quotation or during an Electronic Order or other order and are valid solely during
the period set forth therein. Unless otherwise specified in the Quotation or during
an Electronic Order or other order, prices specified in the Quotation are for thenumber of Samples and specific Services stated therein. Any changes to thenumber of Samples or the scope or performance of the Services will affect pricing,
and will therefore require mutual written agreement of the parties. Illumina will send
invoices to Customer upon delivery of Results or portions thereof. All invoices shallbe paid in full by the Customer within thirty (30) days from the date of invoice. Anyamounts not paid when due will accrue interest at the rate of one and one half
percent (1.5%) per month, or the maximum amount allowed by law, if lower. In theevent that any payment is not made within the time period specified in thisAgreement, Illumina may suspend providing the Services and delivering the Results
until all payments are made current. Customer shall pay for all costs (including
reasonable legal fees) incurred by Illumina in connection with the collection of latepayments. The amount of 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 by the Seller orPurchaser shall gross up any payment to the Seller in respect of which deduction isrequired to be made.
Customer shall pay the total price as set forth in the Quotation, in pounds sterling(£) 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 an invoice has notbeen sent, 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; Regulatory Compliance.
Customer
represents and warrants that it owns or otherwise controls the Samples and that it
has the right to provide the Samples to Illumina for the purpose described herein.
Illumina shall use the Samples solely for the purpose of performing the Services.
Illumina agrees that it will promptly return or destroy, in Customer’s sole discretion,
any unused Samples or portions thereof following the delivery of the Results.
Customer shall obtain and maintain all necessary licences and consents andcomply with all applicable laws and regulations in relation to the transfer of the
Samples to Illumina and the performance of the Services.
7.
Intellectual Property. The Results Work Product shall be owned by
Customer and all right, title, and interest in, to and under the Results Work Product,
including without limitation all Intellectual Property Rights therein, shall vest
immediately upon their creation in the Customer. Results Work Product shall notinclude any discoveries or inventions, including without limitation discoveries andinventions relating to expressions, that were in Illumina’s possession or known by
Illumina or its affiliated entities prior to performance of the Services, and any
materials, processes, or methods used by Illumina in the performance of theServices and any Intellectual Property Rights owned by or licensed to Illumina prior
to the performance of the Services, including without limitation in each case any
modifications or improvements thereto and Intellectual Property Rights therein.
Customer shall at all times retain all right, title, and interest in the Samples provided
hereunder.
8.
Research Use Only. Customer acknowledges that the Services areprovided for research use only and are not being performed in a clinical laboratory.
The Services are not an article or accessory intended to be used specifically for the
medical purpose of: diagnosis, treatment, prevention, monitoring or alleviation of adisease, injury or disability; compensation for an injury or disability; investigation,
replacement or modification of the anatomy or or a physiological process or state;or control or support of contraception;, and the Results are not intended to be
medical advice. The Services have not been subjected to any conformity
assessment or other regulatory review or certified, approved or cleared by any
conformity assessment body or other regulatory body in any country for diagnostic
use or any other purpose.
9.
Limited Warranty. Illumina represents and warrants to Customer that all
Results delivered by Illumina hereunder shall conform to the Specifications in allmaterial respects. Except as expressly set forth in this section 9 and to the extent
permitted by law, the results are provided to customer on an “as is” basis, andIllumina, to the maximum extent permitted by applicable law, expressly disclaims
any and all warranties, express or implied, including, without limitation, any

Illumina Cambridge Limited
Chesterford Research Park, Little Chesterford, Saffron Walden, Essex CB10 1XL
Reg: 03625145 VAT: 726035159

Illumina Cambridge Limited
Terms and Conditions – Services (NON-CLINICAL LABORATORY)
February 2014
implied warranty of satisfactory quality, fitness for a particular purpose, care andskill, accuracy, utility, or non infringement with respect thereto.
10. Indemnification. Illumina shall indemnify and hold harmless Customer, itsaffiliated entities and their respective directors, officers, employees, agents,
successors, and assigns from and against any liabilities, expenses, or costs arisingout of any claim, complaint, suit, proceedings, or cause of action brought by a third
party pertaining to infringement of such third party’s valid and enforceableIntellectual Property Rights resulting from the methods, materials, or processes
specified by Illumina in the Service Description and used by Illumina in performanceof the Services and Illumina shall pay all settlements entered into, and all final
judgments and costs (including reasonable legal fees) awarded against Customer(and Illumina, as the case may be) in connection with any such action.
Customer shall indemnify and hold harmless Illumina, its affiliated entities and theirrespective directors, officers, employees, agents, successors, and assigns fromand 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 (i)infringement of such third party’s valid and enforceable Intellectual Property Rights
resulting from Customer’s (a) providing the Samples, information and othermaterials, (b) specification or selection of any methods, materials, or processes tobe used in the performance of the Services, other than those methods, materials, orprocesses that are specified by Illumina in the Service Description and used by
Illumina in performing the Service, and (c) specification or selection of the SNP lociin the case of genotyping or regions of interest in the case of targeted sequencing,and (ii) or arising out 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 and Customer 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 10 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 theindemnifying 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 incurredin providing such assistance).
11. Limited Liability. To the extent permitted by law, in no event will 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 orincidental damages incurred by such party arising out of or in connection
with this agreement (or the termination hereof), however caused and on any
theory of liability (whether in contract, tort (including negligence),
misrepresentation, statutory duty or otherwise, including, but not limited to,
the loss of prospective profits or anticipated sales, or on account ofexpenses, investments, or commitments in connection with the business or
goodwill or otherwise. Illumina’s total and cumulative liability arising underor in connection with this agreement, whether in contract, tort (including
negligence), misrepresntation, statutory duty or otherwise, shall in no event
exceed the amount received by Illumina from Customer under thisagreement. The limitations set 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. Nothing in thisagreement shall limit liability of a party or its affiliated entities for death or
personal injury caused by negligence or fraud.
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 any personal data (asthat term is defined in the Data Protection Act 1998), shall comply with all legal,
regulatory, and contractual obligations with respect to the privacy of the individualthat is 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 shallnot sell, trade or otherwise disclose to other customer of Illumina any accountinformation of Customer. Customer acknowledges and agrees that Illumina is
entitled to maintain and use a database of orders and account information
pertaining to Customer for purposes of order processing, maintaining records andassisting 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 (of whatever nature) disclosed by the other party or its
affiliated entities in writing and marked “Confidential” (or in a similar manner toindicate its confidential nature) or that is disclosed orally as confidential andconfirmed in writing within thirty (30) days following such disclosure (collectively,“Confidential Information”). However, the source and identity of Samples, theResults, and the details of the methods, materials or processes used by Illumina in
the performance of the Services which, by their very nature or the circumstances inwhich imparted, would reasonably be deemed confidential, shall be considered

Confidential Information whether or not so marked. Each party shall disclose
Confidential Information disclosed by the other party. The receiving Party shalldisclose the Confidential Information of the disclosing party solely on a need toknow basis to its directors, officers and employees and also agrees not to disclose
to any third party any terms of this Agreement without the consent of the otherparty, except as required by securities or other applicable laws or regulations, inwhich 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 lawfully
known to the receiving party at the time of disclosure hereunder, (ii) now orhereafter becomes publicly known other than through breach of this Agreement, (iii)
is disclosed to the receiving party by a third party that the disclosing party
reasonably concluded was under 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 13 shall remain in force for aperiod of no less than three (3) years from the delivery of all the Results, whichshall in all events survive its earlier termination.
14.
Customer’s Breach; Survival In addition to any remedies specified
elsewhere under this Agreement, and any remedies available to Illumina under law,
Illumina may, immediately upon notice to the Customer, do any, all, or any
combination of the following in the event Customer breaches the terms of thisAgreement: (i) cease performance hereunder, or (ii) terminate any remaining
warranty for the affected service. All provisions of this Agreement that by theirnature should survive termination shall survive including without limitation Sections
1, 2, 5, 6, 7, 9, 10, 11, 13 and 15 , 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,and specifications. Customer agrees that its purchase of the Services
hereunder is not in reliance on the availability of any Unreleased Products.
b. If any provision or part-provision of this Agreement is held invalid, illegal
or unenforceable, it shall be enforced to the maximum extent permissible so
as to effect the intent of the parties, and the remainder of this Agreement willcontinue in full force and effect. The failure or delay of either party to
exercise any right or remedy provided herein or to require any performanceof any term of this Agreement shall not be construed as a waiver and no
single or partial exercise of any right or remedy provided herein or to require
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, thesame or any other term of this Agreement. Except as expressly provided inthis Agreement, the rights and remedies of each party under this Agreement
are cumulative and not exclusive of any rights or remedies provided by law
or regulation. Nothing in this Agreement shall constitute or create a joint
venture, partnership, or any other similar arrangement between the parties.
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, for international courier packages, two (2) days after depositwith 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 no consent shall be required for any assignment in connection with any
change of control or the sale of all or substantially all of the stock or assets ofCustomer to a party that (i) agrees in writing to be bound by the terms andconditions of this Agreement, and (ii) is not, in Illumina’s reasonable
judgment, a competitor of Illumina or any of its affiliate entities. Illumina may
assign or transfer this agreement to any (i) successor by way of change ofcontrol or sale of all or substantially all of its stock or assets relating to thisAgreement, (ii) of its affiliated entities. Illumina or any successor may assign
all or part of the right to payments under this Agreement. Any assignment ortransfer of this Agreement made in contravention of the terms hereof shall benull 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 any dispute or claim arising out of or in connection
with it or its subject matter or formation shall be governed and construed inaccordance with the law of England and Wales. Each Party irrevocably
agrees that the courts of England and Wales shall have [non-]exclusive
jurisdiction to settle any dispute or claim under or in connection with thisAgreement or its subject matter or formation.

Illumina Cambridge Limited
Chesterford Research Park, Little Chesterford, Saffron Walden, Essex CB10 1XL
Reg: 03625145 VAT: 726035159

Illumina Cambridge Limited
Terms and Conditions – Services (NON-CLINICAL LABORATORY)
February 2014f.
Illumina shall not be in breach of this Agreement nor liable 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, any action taken by agovernment or regulatory authority, actual or threatened acts of war,
terrorism, civil disturbance or insurrection, sabotage, labor shortages ordisputes, failure or delay in delivery by Illumina’s suppliers or subcontractors,
transportation difficulties, interruption or failure of any utility service, rawmaterials 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 thetime lost by reason of the delay.
g. This Agreement represents the entire agreement between the parties
regarding the subject matter hereof and supersedes all prior discussions,communications, agreements, and understandings of any kind and nature
between the parties. The parties acknowledge and agree that by entering
into this Agreement, they do not rely on any statement, representation,
assurance or warranty of any person or entity other than as expressly set out
in the Agreement. Each party agrees that it shall have no right or remedy(other than for breach of contract) in respect of any statement,
representation, assurance or warranty (whether made negligently or
innocently) other than as expressly set out in this Agreement. Nothing in thisSection shall exclude or limit liability for fraud. No amendment to thisAgreement will be effective unless in writing and signed by both parties. No
waiver of any right, condition, or breach of this Agreement will be effective
unless in writing and signed by the Party who has the right to waive the right,
condition or breach and delivered to the other Party.
h. Any actions or rights that may be performed or exercised by Illumina
hereunder may be performed or exercised by Illumina itself or any of its
affiliates. By way of non-limiting example, Illumina’s affiliates may carry out
the Services, invoicing and receipt of payment. Except pursuant to thisSection 15(h) no term of this Agreement is enforceable under the Contracts(Rights of Third Parties) Act 1999 by a person or entity that is not a party tothis Agreement. The parties to this Agreement may rescind or terminate thisAgreement or vary any of its terms without the consent of any third party.

Illumina Cambridge Limited
Chesterford Research Park, Little Chesterford, Saffron Walden, Essex CB10 1XL
Reg: 03625145 VAT: 726035159