Illumina France SARL
Terms and Conditions - Services (Non-Clinical Laboratory)
September 20181.
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
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 purchaserof the Services hereunder. “Deliverables” means the Results as described inthese 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 in undisclosed or confidential information (such as knowhow, trade secrets and inventions (whether or not patentable)) and all otherintellectual 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 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 the data that are generated through performance of theServices as specifically described in the applicable Service Description. “Results
Work Product” means, subject to section 7, the Results and all discoveries andinventions, including without limitation discoveries and inventions 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 thequantity, quality, and other requirements for each Sample as specified in theapplicable Service Description and required in order for Services to be
successfully performed on a given Sample. “Services” as used herein refers to
the activities to be performed hereunder as described in and subject to the specificterms 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 thewritten specifications for Services that are contained in the Services Description.

Sections, titles and headings in this Agreement are for convenience only and are
not intended to affect the meaning or interpretation hereof. Whenever requiredby the context, the singular term 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 may otherwise 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 in fact followedby 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 recognized in France.
Applicability of Terms and Conditions. This Agreement shallexclusively govern the ordering, purchase and provision of the Services, and shallprevail over any conflicting, amending and/or additional terms contained in any
purchase orders, invoices or similar documents, which are hereby rejected andshall be null and void. Illumina’s failure to object to any such terms shall notconstitute a waiver by Illumina, nor constitute acceptance by Illumina of suchterms and conditions.
2.

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, and any other materials in accordance with the Service Description
may result in delays in the project and Illumina shall not be in breach of thisAgreement nor liable to the Customer in respect of any such failure of the
Customer. After receipt of the purchase order from Customer, Customer shall3.

promptly provide to Illumina the number of Samples as set forth in the Quotationin 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 theright to change the Sample quality criteria in its sole discretion, and Illumina will
provide Customer with written notification of any such changes. See theapplicable Service Description for additional information concerning Sample
quality requirements.
Delivery. Delivery shall have occurred by one of the following means, tobe determined by mutual agreement of the parties: (a) if Results are to bedelivered electronically, once Illumina has transmitted an electronic filecontaining 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 portionof 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
4.

5.

Pricing; Payment. Prices for the Services shall be as specified in the Quotation
orduring 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 are for the number of Samples
and specific Services stated therein. 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 paidin full by the Customer within thirty (30) days from the date of invoice. Anyamount not paid by the due date will bear interest from the day following the dateon the invoice at a rate equal to the interest rate applied by the European Central
Bank to its most recent refinancing operation plus 10 percentage points. In thiscase, the applicable rate during the first half of the year involved is the applicablerate on 1 January for the relevant year. For the second half of the year involved,
it is the applicable rate on July 1 for the relevant year. Late payment penalties are
due without the need for a reminder. Any professional in a situation of latepayment is automatically debtor to the Seller of a statutory fixed charge of 40
euros to cover debt collection costs. In the event that any payment is not madewithin 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) incurredby Illumina in connection with the collection of late payments. The amount ofcredit 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 the performance of the Services or delivery of the Results. Anysuch 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 ofwhich 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, 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
not been sent, including but not limited to Illumina’s then current list price of
all materials used or produced, including, without limitation, flow cells andreagents.
6.
Ownership of Samples; Regulatory Compliance. Customer
represents and warrants that it owns or otherwise controls the Samples and thatit has the right to provide the Samples to Illumina for the purpose described

Illumina France SARL
52 Boulevard de Sebastopol, 75003 Paris
RCS: 518 859 095
VAT: FR61518859095

herein. Illumina shall use the Samples solely for the purpose of performing theServices. Illumina agrees that it will promptly return or destroy, in Customer’ssole discretion, any unused Samples or portions thereof following the deliveryof the Results. Customer shall obtain and maintain all necessary licenses andconsents and comply with all applicable laws and regulations in relation to thetransfer 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 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 toperformance of the Services, and any materials, processes, or methods used by
Illumina in the performance of 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.

Research Use Only. Customer acknowledges that the Services areprovided for research use only and are not being performed in a clinicallaboratory. 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 a disease, 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 notbeen subjected to any conformity assessment or other regulatory review or
certified, approved or cleared by any conformity assessment body or otherregulatory body in any country for diagnostic use or any other purpose.
8.

Limited Warranty. Illumina warrants to Customer that all Results deliveredby Illumina hereunder shall conform to the Specifications in all material respects
and shall be used for research use onlywithout prejudice to any authorizations
necessary for the conduct of clinical trials, which shall be Customer’s sole
responsibility. Except as expressly set forth in this section 9, the Results areprovided 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.
9.

Indemnification. Illumina shall indemnify and hold harmless Customer,
its affiliated 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 athird party pertaining the infringement of such third party’s valid and enforceableIntellectual Property Rights resulting from the methods, materials, or processes
specified by Illumina and used by Illumina in performance of the Services andIllumina shall pay all settlements entered into, and all final judgments and costs(including reasonable legal fees) awarded against Customer (and Illumina, as thecase may be) in connection with any such action.
10.

Customer shall indemnify and hold harmless Illumina, its affiliated entities andtheir respective directors, officers, employees, agents, successors, and assigns
from and against any liabilities, expenses, or costs arising out of any claim,
complaint, suit, proceedings or cause of action brought by a third party pertaining
to (i) infringement of such third party’s valid and enforceable Intellectual
Property Rights resulting from Customer’s (a) providing the Samples,
information and other materials, (b) specification or selection of any methods,
materials, or processes to be used in the performance of the Services, other thanthose methods, materials, or processes that are specified by Illumina in theService Description and used by Illumina in performing the Service, and (c)specification or selection of the SNP loci in the case of genotyping or regions ofinterest 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 casemay be) in connection with any such action.

the indemnified party (i) notifying the indemnifying party promptly in writing ofsuch action,(ii) giving the indemnifying party exclusive control and authority over the
defense and settlement of such action, (iii) not admitting infringement of any
Intellectual Property Right without the indemnifying party’s prior writtenconsent, (iv) not entering into any settlement or compromise 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 in providing such assistance).
Limited Liability. To the extent permitted by law, in no event will
either party be liable to the other for any special, indirect, consequential
incidental, exemplary, or punitive damages incurred by such party arisingout of or in connection with this agreement (or the termination hereof),
however caused and on any theory of liability, including, but not limited to,the costs of procurement of substitute services, the loss of data, the loss ofprospective profits or anticipated sales, or on account of expenses,
investments, or commitments in connection with the business or goodwill, orotherwise. Illumina’s total and cumulative liability arising under or inconnection with this agreement, shall in no event exceed the amount received
by Illumina from customer under this agreement. The limitations set forthin this section shall apply even if a party has been advised of the possibilityof such damages, and notwithstanding any failure of essential purpose of any
limited remedy. Nothing in this agreement shall limit liability of a party or
its affiliated entities for gross negligence or fraud.
11.

Privacy. Customer acknowledges that Illumina deems of utmost
importance the 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 (as that term is defined in the Data Protection Act 1998), shallcomply with all legal, regulatory, and contractual obligations with respect to theprivacy of the individual that 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 shall not sell, trade or otherwise disclose toother customer of Illumina any account information of Customer. Customer
acknowledges and agrees that Illumina is entitled to maintain and use a databaseof orders and account information pertaining to Customer for purposes of orderprocessing, maintaining records and assisting with future orders of Customer.
12.

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 ofSamples, the Results, and the details of the methods, materials or processes usedby Illumina in the performance of the Services which, by their very nature or thecircumstances in which imparted, would reasonably be deemed confidential,
shall be considered Confidential Information whether or not so marked. Eachparty shall 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 and also
agrees not to disclose to any third party any terms of this Agreement without theconsent of the other party, except as required by securities or other applicablelaws or regulations, in which case the Disclosing party shall seek confidential
treatment to the extent available, under conditions that reasonably protect theconfidentiality thereof.Confidential Information shall not include any
information that is: (i) already lawfully known to the receiving party at the timeof disclosure hereunder, (ii) now or hereafter becomes publicly known other than
through breach of this Agreement, (iii) is disclosed to the receiving party by athird 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 ofconfidentiality contained in this Section 13 shall remain in force for a period of
no less than three (3) years from the delivery of all the Results, which shall in all
events survive its earlier termination.
13.

Customer’s Breach; Survival In addition to any remedies specified
elsewhere under this Agreement, and any remedies available to Illumina underlaw, 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 thisEach party’s indemnification obligation pursuant to this Section 10 is subject toAgreement: (i) cease performance hereunder, or (ii) terminate any remaining
Illumina France SARL
52 Boulevard de Sebastopol, 75003 Paris
RCS: 518 859 095
VAT: FR61518859095
14.

warranty for the affected service. All provisions of this Agreement that by theirnature should survive termination shall survive including without limitation
Sections 1 - 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 theServices hereunder is not in reliance on the availability of any Unreleased
Products.
b.
If any provision of this Agreement is held invalid or unenforceable,
such provision 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 of either party to exercise any
right granted herein or to require any performance of any term of thisAgreement or the waiver by either party of any breach of this Agreement
shall not prevent a subsequent exercise or enforcement of, or be deemeda waiver of any subsequent breach of, the same or any other term of thisAgreement. Nothing in this Agreement shall constitute or create a joint
venture, partnership, or any other similar arrangement between theparties. No party is authorized to act as agent for the other party hereunder
except as expressly stated in this Agreement.
c.
All notices required or permitted under this Agreement shall be inwriting and shall be deemed received when (a) delivered personally; (b)five (5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid (or ten (10) days for internationalmail); 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 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
or otherwise, without the prior written consent of Illumina; provided,
however, that no consent shall be required for any assignment inconnection with any change of control or the sale of all or substantiallyall of the stock or assets of Customer to a party that (i) agrees in writing
to be bound by the terms and conditions 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 of control or sale of all or substantially all of
its stock or assets relating to this Agreement, (ii) of its affiliated entities.
Illumina or any successor may assign all or part of the right to payments
under this Agreement. Any assignment or transfer of this Agreement
made in contravention of the terms hereof shall be null and void. Subject
to the foregoing, this Agreement shall be binding on and inure to thebenefit of the parties’ respective successors and permitted assigns.
e.
This Agreement and any dispute or claim arising out of or inconnection with it or its subject matter or formation shall be governed andconstrued in accordance with the law of France. Each Party irrevocably
agrees that the courts of Paris, France shall have [non] exclusive
jurisdiction to settle any dispute or claim under or in connection with thisAgreement or its subject matter or formation.
f.
Illumina shall not be responsible for any failure to perform or delay
attributable in whole or in part to any cause beyond its reasonable control,
including but not limited to acts of God, fire, flood, tornado, earthquake,hurricane, lightning, government actions, actual or threatened acts of war,
terrorism, civil disturbance or insurrection, sabotage, labor shortages ordisputes, failure or delay in delivery by Illumina’s suppliers or
subcontractors, transportation difficulties, shortage of energy, 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 exclusively govern the ordering, purchase andprovision of Services provided to Customer by Illumina hereunder, andshall 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 constituteacceptance by Illumina of such terms and conditions.

Illumina France SARL
52 Boulevard de Sebastopol, 75003 Paris
RCS: 518 859 095
VAT: FR61518859095