Illumina Denmark ApS
Terms and Conditions – Services (Non-Clinical Laboratory)
February 2014
1.
Definitions; Interpretation. “Agreement” means either (i) the Quotation, includingthese 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 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 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 and conditions. “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 and inventions(whether or not patentable)) and all other intellectual property or similar proprietary rights ofwhatever nature, current or future, under the laws of any jurisdiction, whether registered or not
and including all applications or rights to apply 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 thedata that are generated through performance of the Services as specifically described in theapplicable Service Description. “Results Work Product” means, subject to section 7, theResults and all discoveries and inventions, including without limitation discoveries andinventions relating to expressions, that arise directly out of the Results, including without
limitation, any diagnostic or therapeutic discoveries or inventions. “Sample(s)” means the
sample(s) to be provided by Customer to Illumina as described in the applicable Service
Description and/or Quotation. “Sample Requirements” means the quantity, quality, andother requirements for each Sample as specified in the applicable Service Description andrequired in order for Services to be successfully performed on a given Sample. “Services” asused herein refers to the activities to be performed hereunder as described in and subject to thespecific terms found in the Service Description. “Service Description” means the documentthat describes the Services (e.g., FastTrack Genotyping, FastTrack Sequencing, Whole
Genome Sequencing, etc.). “Specifications” means the written specifications for Services thatare contained in the Services Description.

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 otherorder, prices specified therein are for the number of Samples and specific Services statedtherein. Any changes to the number 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 shall be paid in full by the Customer within thirty (30) days from the date of
invoice. Any amounts 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 the eventthat any payment is not made 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 legal fees) incurred by
Illumina in connection with the collection of late payments. The amount of credit authorized
by Illumina may be changed or entirely withdrawn at any time, and Illumina reserves theright to require alternative payment terms, including but not limited to a letter of credit orfull or partial payment in advance.

Sections, titles and headings in this Agreement are for convenience only and are not intended
to affect the meaning or interpretation hereof. Whenever required by the context, the singularterm shall include the plural, 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”, “such as”, “e.g.” or“example(s)” are deemed to be followed by “without limitation”, whether or not they are infact 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 to calendar days,
and “business day” shall mean all days other than Saturdays, Sundays or a bank holiday
recognised in Denmark.

6.
Ownership of Samples; Regulatory Compliance. Customer represents andwarrants 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 and comply with all applicable laws and regulations in relation to thetransfer of the Samples to Illumina and the performance of the Services.

2.
Applicability of Terms and Conditions. This Agreement shall exclusively govern theordering, purchase and provision of the Services, and shall prevail over 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 byIllumina 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 andother materials in a timely manner to Illumina. Customer agrees to provide the Samples andall other information and materials as specified in the Service Description in accordance withthe guidelines set forth therein. Customer acknowledges that any failure to provide theSamples, information, and any other materials in accordance with the Service Description may
result in delays in the the project and Illumina shall not be in breach of this Agreement nor
liable to the Customer in respect of any such failure of the Customer.. After receipt of thepurchase order from Customer, Customer shall promptly provide to Illumina the number ofSamples as set forth in the Quotation in accordance with the Sample Requirements set forth in
the applicable Service Description. Customer agrees that each Sample shall meet the Sample
quality criteria established by Illumina that applies to such Service. Illumina reserves the rightto 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 toIllumina’s FTP web site or other site as mutually agreed and has notified Customer that such
file is available, or (b) if Results are to be delivered in one or more hard drive(s) or otherphysical material, 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 acopy 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.

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 andtariffs claimed or imposed by any governmental authority upon the performance of theServices or delivery of the Results. Any such charges will be added to the price or
subsequently invoiced to the Customer by the Seller or Purchaser shall gross up any
payment to the Seller in respect of which deduction is required to be made.
Customer shall pay the total price as set forth in the Quotation, in Euros (€) unless otherwise
specified. Each accepted purchase order is a separate, independent transaction, andCustomer has no right of set-off against other purchase 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 not been sent, including but notlimited to Illumina’s then current list price of all materials used or produced, including,
without limitation, flow cells and reagents.

7.
Intellectual Property. The Results Work Product shall be owned by Customer andall 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 creationin the Customer. Results Work Product shall not include any discoveries or inventions,
including without limitation discoveries and inventions 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 performanceof the Services 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 are provided forresearch 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 an article oraccessory intended to be used specifically for the medical purpose of: diagnosis, treatment,
prevention, monitoring or alleviation of a disease, injury or disability; compensation for an
injury or disability; investigation, replacement or modification of the anatomy or or aphysiological 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 otherpurpose.
9.
Limited Warranty. Illumina warrants to Customer that all Results delivered by
Illumina hereunder shall conform to the Specifications. Except as expressly set forth in thissection 9, the results are provided to Customer on an “as is” basis, and Illumina, to the
maximum extent permitted by applicable law, expressly disclaims any and all warranties,
express or implied, including, without limitation, any implied warranty of merchantability,
fitness for a particular purpose, 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, andassigns 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
infringement of such third party’s valid and enforceable Intellectual Property Rights
resulting from the methods, materials, or processes specified by Illumina and used by

Illumina Denmark ApS
Orestads Boulevard 73, 2300 Copenhagen, Denmark
Reg: 34087423
VAT: DK34087423

Illumina Denmark ApS
Terms and Conditions – Services (Non-Clinical Laboratory)
February 2014
Illumina in performance 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 such action.
Customer shall indemnify and hold harmless Illumina, its affiliated entities and theirrespective 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 andenforceable Intellectual Property Rights resulting from Customer’s (a) providing the Samples,
information and other materials, (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 in the Service Description 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 arising out of
any actions Customer has taken based on its analysis, interpretation, or use of the Results andany 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 such action, (ii)giving the indemnifying party exclusive control and authority over the defense and settlementof such action, (iii) not admitting infringement of any Intellectual Property Right without theindemnifying party’s prior written consent, (iv) not entering into any settlement orcompromise of any such action 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 incurred inproviding such assistance).
11.
Limited Liability. To the extent permitted by law, in no event will either party beliable to the other for costs of procurement of substitute services, lost profits, data or
business, or for any special, indirect, consequential, incidental, exemplary, or punitive
damages incurred by such party arising out of or in connection with this agreement (orthe termination hereof), however caused and on any theory of liability (whether incontract, tort (including negligence) strict liability or otherwise, including, but notlimited to, the loss of prospective profits 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 thisagreement, whether in contract, tort (including negligence), strict liability 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 beenadvised 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 importance theprivacy 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 that is the subject of such Sample, andshall inform Illumina in a timely manner of any requirements applicable to Illumina’s
provision of these Services. Illumina shall not sell, trade or otherwise disclose to any othercustomer of Illumina any account information of Customer. Customer acknowledges andagrees that Illumina is entitled to maintain and use a database of orders and accountinformation 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 shall maintain 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 to indicate its confidential nature) or that is disclosed
orally as confidential and confirmed in writing within thirty (30) days following suchdisclosure (collectively, “Confidential Information”). However, the source and identity ofSamples, the Results, 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 in which
imparted, would reasonably be deemed confidential, shall be considered Confidential
Information whether or not so marked. Each party shall not disclose Confidential Information
disclosed by the other party. The receiving Party shall disclose the Confidential Information of
the disclosing party solely on a need to know basis to its directors, officers and employees andalso agrees not to disclose to any third party any terms of this Agreement without the consent
of the other party, except as required by securities or other applicable laws or regulations, inwhich case the Disclosing party shall seek confidential treatment to the extent available, underconditions 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 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 was under noobligation 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 thisSection 13 shall remain in force for a period of no less than three (3) years from the deliveryof all the Results, which shall 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 this Agreement: (i) cease performancehereunder, or (ii) terminate any remaining warranty for the affected service. All provisionsof this Agreement that by their nature should survive termination shall survive including
without limitation Sections 1 - 15, and all payment obligations incurred hereunder. Allother 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 theavailability 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 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 in writing andshall 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 witha commercial express courier specifying next day delivery or, for international
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 change ofcontrol or the sale of all or substantially all of the stock or assets of Customer to a
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 or any of its affiliate entities. Illumina may assign or transfer thisagreement to any (i) successor by way of change of control or sale of all or
substantially all of its stock or assets relating to this Agreement, (ii) of its affiliatedentities. 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 incontravention 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 any dispute or claim arising out of or in connection with it
or its subject matter or formation shall be governed by and construed in accordancewith the laws of Denmark. Each party irrevocably agrees that the courts of Denmark
shall have [non] exclusive jurisdiction to settle any dispute or claim under or inconnection with this Agreement or its subject matter or formation.
f.
Illumina shall not be responsible for any failure to perform or delay attributablein whole or in part to any cause beyond its reasonable control, including but notlimited 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 and provision ofServices provided to Customer by Illumina hereunder, 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.

Illumina Denmark ApS
Orestads Boulevard 73, 2300 Copenhagen, Denmark
Reg: 34087423
VAT: DK34087423