Illumina GmbH
Terms and Conditions of Sale – Research Use Only Products
1.

Definitions, Interpretation“Collection Territory” means the Ship-To Country. “Consumable(s)” means Seller branded reagents and consumable items that are intended to be consumed through theuse of Hardware. “Documentation” means Seller’s user manual, package insert, and similar documentation, for the Product in effect on the date that the Product ships from
Seller. Documentation may be provided with the Product at time of shipment or provided electronically from Seller. “ Hardware” means Seller branded instruments,
accessories, or peripherals. “Product(s)” means the item(s) acquired hereunder. Products may be Hardware, Consumables, or Software. Software may be embedded in or
installed on Hardware or provided separately. “Purchaser” means the person or entity acquiring the Product with the intent to use the Product, from (i) Seller or (ii) Seller’s
authorized distributor or reseller. “Seller” means the Illumina entity selling the Product. The Seller is identified on the quotation, order acknowledgment or similar
communication, or Seller website if the order is being placed electronically at Seller’s website. “Software” means Seller branded software (e.g., Hardware operating software,data analysis software). All Software is licensed and not sold and may be subject to additional terms found in the Software’s end user license agreement. “Specifications”
means Seller’s written technical specifications for the Product in effect on the date that the Product ships from Seller.
2.

Rights to Products upon Purchase
Subject to these terms and conditions, Purchaser is granted only a non-exclusive, non-transferable, personal, right under Seller’s Core IP to use the Product inPurchaser’s facility in accordance with the Product’s Specifications and Documentation, specifically excluding the following “Excluded Uses”: any use that (a) is ause of the Product to perform non-invasive pre-natal testing, (b) is a use of the Product as, or as a component of, a Marketed Device, (c) is a use of the Product toperform testing of human samples and specimens collected from outside the Collection Territory, excluding testing for internal research (which includes researchservices provided to third parties), or (d ) is an unauthorized use as set forth in Section 3(a) below. Additionally, Purchaser is granted a non-exclusive, nontransferable, personal, non- sublicensable license under Seller’s Core IP to install and use Software made available by Seller with the Product, solely in accordancewith the Product’s Specifications and Documentation, specifically excluding the Excluded Uses; this license will terminate upon Purchaser’s failure to comply withthese terms and conditions, or by Purchaser discontinuing use of the Software and destroying or removing all copies thereof. All Software, whether provided
separately, installed on, or embedded in a Product, is licensed to Purchaser, not sold. Except as expressly stated in this Section no right or license under any
intellectual property rights of Seller or Seller’s affiliates is or are granted, expressly, by implication, or by estoppel, to Purchaser, and any such rights are expressly
reserved to Seller and its affiliates. Purchaser agrees that the contents of and methods of operation of the Product are proprietary to Seller and the Product contains
or embodies trade secrets of Seller. “Core IP” means the intellectual property owned or controlled by Seller and Seller’s wholly-owned affiliates, as of the date theProduct ships, that pertain to or cover aspects or features of the Product (or use thereof) that are common to the Product in all applications and all fields of use but
does not include intellectual property that pertain to or cover aspects or features of the Product (and use thereof) only with regard to specific field(s) or specificapplication(s).
Purchaser is solely responsible for determining whether Purchaser has all intellectual property rights that are necessary for Purchaser’s intended uses of the Product.

3.

Product Restrictions

The conditions and restrictions found in these terms and conditions are bargained for conditions of sale and therefore contro l the sale of and use of the Products by the
Purchaser.
a.

Unauthorized Uses of Products. Purchaser agrees: (i) to only use the Product in accordance with the Product’s Documentation and Specifications
and not to, nor authorize any third party to, use the Products as described in any Excluded Uses, (ii) to use each Consumable only one time, (iii) touse only Seller Consumables with Seller Hardware, and (iv) to use the Product (or information generated from the use of the Product) only incompliance with applicable law or regulation, as well as ethical guidelines and fundamental legal principles promulgated by established national
and international bodies including without limitation those set forth under Illumina’s Human Rights Policy (a copy of which is available on
Illumina’s website). Specifically, Purchaser agrees not to use the Product to sequence samples in furtherance of discrimination based on genetic
characteristics, oppression of at-risk or minority populations, clinical utilization of human heritable genome editing, reproductive cloning of
human beings, and/or bioterrorism.. The limitations in (ii)-(iii) do not apply if the Documentation or Specifications for the Product expressly stateotherwise. Purchaser and any user of the Products shall comply with this Section 3. Purchaser shall notify Seller of any suspected or actual breachof this section, or of any disappearance, theft, or confiscation of Products promptly, but no later than 15 days following knowledge of theapplicable incident. Purchaser shall provide Seller with reasonable access to confirm Purchaser’s compliance with the requirements in (iv). Seller
reserves the right to discontinue sales of Consumables or servicing of Hardware in the event Purchaser does not comply with this Section 3(a)(iv).

b.

Software License Restrictions. Purchaser acknowledges that certain Software may be subject to additional terms and conditions. Purchaser may
not use, copy, modify, create derivative works of, reverse engineer, decompile, disassemble, distribute, sell, assign, pledge, sublicense, lease, loan,rent, timeshare or otherwise transfer the Software, nor permit any other party to do any of the foregoing. Purchaser may not remove from theSoftware, or alter, any of the trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to theSoftware. Purchaser may not (and may not attempt to) defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any protection
mechanisms in the Software including without limitation any such mechanism used to restrict or control the functionality of the Software.
Third Party Code. Purchaser acknowledges that certain Software may be subject to additional terms and conditions. To the extent third party code
is included in Software and any term or condition of a third party license applicable to such third party code directly conflicts with the terms andconditions set forth herein, the applicable term(s) or condition(s) of that third party license will be applicable only to that third party code and only
to the extent necessary to remove the conflict.

c.

4.

Regulatory
The Product is labeled “For Research Use Only. Not for use in diagnostic procedures” or with a similar labeling statement. Purchaser acknowledges that (i) the
Product has not been approved, cleared, or licensed by the United States Food and Drug Administration or any other regulatory entity whether foreign or domestic
for any specific intended use, whether research, commercial, diagnostic, or otherwise, and (ii) Purchaser must ensure it has any regulatory approvals that arenecessary for Purchaser’s intended uses of the Product.
Illumina intends that its products be used only in a lawful and ethical manner. Purchaser agrees to comply with all applicable laws, regulations, and ethical guidelines
promulgated by established national and international ethical bodies when using, maintaining, and disposing of the Product an d the information generated fromthe use of the Product.

TCs for Goods RUO Germany February 2022

Illumina GmbH
Eichhornstrasse 3, 10785 Berlin Germany
www.illumina.com

5.

Limited Liability
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SELLER OR ITS SUPPLIERS BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR COSTS OF
PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, DATA OR BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY,CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH, WITHOUT LIMITATION, THE SALE OF THE PRODUCT, ITS
USE, SELLER’S PERFORMANCE OR ANY OF THESE TERMS AND CONDITIONS, HOWEVER ARISING OR CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE).
TO THE EXTENT PERMITTED BY LAW, SELLER’S TOTAL AND CUMULATIVE LIABILITY TO PURCHASER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION
WITH THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION, THE PRODUCT (INCLUDING USE THEREOF) AND SELLER’S PERFORMANCE, WHETHERIN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT PAID TO SELLER FOR THE
PARTICULAR PRODUCT CONTAINED IN THE PARTICULAR ORDER THAT DIRECTLY CAUSED THE LIABILITY.

6. Limitations on Warranties
TO THE EXTENT PERMITTED BY LAW AND SUBJECT TO THE EXPRESS PRODUCT WARRANTY MADE IN THESE TERMS AND CONDITIONS SELLER MAKES NO (AND
EXPRESSLY DISCLAIMS ALL) WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE PRODUCT, INCLUDING WITHOUT LIMITATION, ANY IMPLIEDWARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE
OR TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO CLAIM, REPRESENTATION, OR WARRANTY OF ANY KIND AS TO THE UTILITY
OF THE PRODUCT FOR PURCHASER’S INTENDED USES. NOTHING IN THESE TERMS AND CONDITIONS SHALL LIMIT LIABILITY OF A PARTY OR ITS AFFILIATED ENTITIESFOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FRAUD.
7.

Product Warranty

All warranties are personal to the Purchaser and may not be transferred or assigned to a third-party, including an affiliate of Purchaser. All warranties are facility specific anddo not transfer if the Product is moved to another facility of Purchaser, unless Seller conducts such move. The warranties described in these terms and conditions exclude
any stand-alone third-party goods that may be acquired or used with the Products.
a.

Warranty for Consumables. Seller warrants that Consumables, other than custom Consumables, will conform to their Specifications until the later of (i)3 months fromthe date of shipment from Seller, or (ii) any expiration date or the end of the shelf-life pre-printed on such Consumable by Seller, but in either event no later than 12
months from the date of shipment. With respect to custom Consumables (i.e., Consumables made to specifications or designs made by Purchaser or provided to Seller
by, or on behalf of, Purchaser), Seller only warrants that the custom Consumables will be made and tested in accordance with Seller’s standard manufacturing andquality control processes. Seller makes no warranty that custom Consumables will work as intended by Purchaser or for Purchaser’s intended uses.
b.

c.

Warranty for Hardware. Seller warrants that Hardware, other than Upgraded Components, will conform to its Specifications for a period of 12months after its shipment date from Seller unless the Hardware includes Seller provided installation in which case the warranty period begins on
the date of installation or 30 days after the date the Hardware was delivered, whichever occurs first (“Base Hardware Warranty”). “Upgraded
Components” means Seller provided components, modifications, or enhancements to Hardware provided pursuant to the Base Hardware
Warranty. Seller warrants that Upgraded Components will conform to their Specifications for a period of 90 days from the date the Upgraded
Components are provided by Seller. Upgraded Components do not extend the Base Hardware Warranty unless the upgrade was conducted bySeller at Seller’s facilities in which case the upgraded Hardware shipped to Purchaser comes with a new Base Hardware Warranty.

Exclusions from Warranty Coverage. The foregoing warranties do not apply to the extent a non-conformance is due to (i) abuse, misuse, neglect, negligence, accident,
improper storage, or use contrary to the Documentation or Specifications, (ii) use that is an Excluded Use, (iii) improper handling, installation, maintenance, or repair(other than if performed by Seller’s personnel), (iv) unauthorized alterations, (v) Force Majeure events, or (vi) use with a third party’s good (unless the Product’sDocumentation or Specifications expressly state such third party’s good is for use with the Product).

d.

Procedure for Warranty Coverage. In order to be eligible for repair or replacement under this warranty Purchaser must (i) promptly contact Seller’s support department
to report the non-conformance, (ii) cooperate with Seller in confirming or diagnosing the non-conformance, and (iii) return the Product, transportation charges prepaid
to Seller following Seller’s instructions or, if agreed by Seller and Purchaser, grant Seller’s authorized repair personnel access to the Product in order to confirm the nonconformance and make repairs.

e.

Sole Remedy under Warranty. Seller will, at its option, repair or replace non-conforming Product that is covered by this warranty provided that Seller can reasonably
identify and confirm such nonconformance. The warranty period for repaired or replaced Consumables is 90 days from the date of shipment, or the remaining periodon the original Consumables warranty, whichever is later. Hardware may be repaired or replaced with functionally equivalent, reconditioned, or new Hardware orcomponents (if only a component of Hardware is non-conforming). If the Hardware is replaced in its entirety, the warranty period for the replacement is 90 days fromthe date of shipment or the remaining period on the original Hardware warranty, whichever is later. If only a component is being repaired or replaced, the warranty
period for such component is 90 days from the date of shipment or the remaining period on the original Hardware warranty, whichever ends later. The preceding states
Purchaser’s sole remedy and Seller’s sole obligations under the warranty.

8.

Indemnificationa.

Infringement Indemnification by Seller. Subject to these terms and conditions, including without limitation, the Exclusions to Seller’s Indemnification Obligations(Section 8.(b) below), the Conditions to Indemnification Obligations (Section 8(d) below), Seller shall (i) defend, indemnify and hold harmless Purchaser against any
third-party claim or action alleging that the Product when used for Research Use, in accordance with these terms and conditions, and in accordance with the Product’sDocumentation and Specifications infringes the valid and enforceable intellectual property rights of a third party, and (ii) pay all settlements entered into, and all final
judgments and costs (including reasonable legal fees) awarded against Purchaser in connection with such infringement claim. If the Product or any part thereof,
becomes, or in Seller’s opinion may become, the subject of an infringement claim, Seller shall have the right, at its option, to (A) procure for Purchaser the right toTCs for Goods RUO Germany February 2022

Illumina GmbH
Eichhornstrasse 3, 10785 Berlin Germany
www.illumina.com

continue using the Product, (B) modify or replace the Product with a substantially equivalent non-infringing substitute, or (C) require the return of the Product andterminate the rights, license, and any other permissions provided to Purchaser with respect the Product and refund to Purchaser the depreciated value (as shown inPurchaser’s official records) of the returned Product at the time of such return; provided that, no refund will be given for used-up or expired Consumables. This Section
states the entire liability of Seller for any infringement of third-party intellectual property rights.
b.

Exclusions to Seller Indemnification Obligations. For the avoidance of doubt, Seller has no obligation to defend, indemnify or hold harmless Purchaser for any
infringement claim to the extent such infringement arises from: (i) use of the Product in any manner or for any purpose other than Research Use, (ii) use of the Productin any manner not in accordance with its Specifications, its Documentation, or the rights expressly granted to Purchaser under these terms and conditions, (iii) use of
the Product in combination with any other products, materials, or services not supplied by Seller, (iv) use of the Product to perform any assay or other process not
supplied by Seller, (v) Seller’s compliance with specifications or instructions for such Product furnished by, or on behalf of, Purchaser, (vi) Purchaser’s breach of any ofthese terms and conditions, (vii) use of stand-alone third party goods that may be acquired or used with the Products, or (viii) use of the Products in any manner or for
any purpose that requires rights to Other IP (each of (i) – (viii), is referred to as an “Excluded Claim”).

c.

Indemnification by Purchaser. Purchaser shall defend, indemnify and hold harmless Seller, its affiliates, their non-affiliate collaborators and development partners that
contributed to the development of the Product, and their respective officers, directors, representatives and employees against any claims, liabilities, damages, fines,
penalties, causes of action, and losses of any and every kind (including reasonable legal fees), including without limitation , personal injury or death claims, andinfringement of a third party’s intellectual property rights, resulting from, relating to, or arising out of any Excluded Claim.

d.

Conditions to Indemnification Obligations. The parties’ indemnification obligations are conditioned upon the party seeking indemnification (i) promptly notifying theother party in writing of such claim or action, (ii) giving the other party exclusive control and authority over the defense and settlement of such claim or action, (iii) not
admitting infringement of any intellectual property right without prior written consent of the other party, (iv) not entering into any settlement or compromise of any
such claim or action without the other party’s prior written consent, and (v) providing reasonable assistance to the other party in the defense of the claim or action;
provided that, the party reimburses the indemnified party for its reasonable out-of-pocket expenses incurred in providing such assistance.

9.

Payment Terms

Seller will invoice upon shipment. Subject to Seller’s credit review of Purchaser (following which Seller shall inform Purchaser of applicable payment terms), allpayments are due within 30 days of the date of the invoice. All amounts due shall be paid in the currency found on the invoice. If payment is made by wire or otherelectronic funds transfer, Purchaser is solely responsible for any bank or other fees charged, and will reimburse Seller for any such fees. If any payment is not madeby the due date Seller may exercise all rights and remedies available by law.
Purchaser shall pay for all costs (including reasonable attorneys’ fees) incurred by Seller in connection with the collection of late payments. Each purchase order isa separate, independent transaction, and Purchaser has no right of set-off against other purchase orders or other transactions with Seller. Seller will determine
payment terms on a per-order basis and may modify credit terms in its discretion. Any amounts not paid when due will accrue interest at the rate of 9 percentage
points over the basic rate of interest of the Central Bank of Germany (Deutsche Bundesbank).
10. Shipping Terms; Title and Risk of Loss. Unless otherwise set forth in writing by Seller or otherwise agreed between the parties, all shipments are made DDP (Incoterms2020) at the address designated by Purchaser at the time of ordering. In all cases, title (except for Software and third-party software) and risk of loss transfers toPurchaser when Product is made available at such address.
11. Taxes
Purchaser agrees that any applicable sales, use, excise, VAT (value added tax), GST (goods and services tax), withholding and other taxes will be calculated based on boththe tax rates in effect on the date of shipment and the ship to address for the Product. Any amounts for tax listed on a quotation, if any, are for reference purposes only andare not binding on Seller. All prices and other amounts payable to Seller are exclusive of and are payable without deduction for any taxes, customs duties, tariffs or charges
hereafter claimed or imposed by any governmental authority upon the sale of Product, all of which will be paid by Purchaser. In the event Seller is required by law or
regulation to pay any such tax, duty, tariff or charge, such amount will be added to the purchase price or subsequently invoiced to the Purchaser. I
12. Generala.

Applicability of Terms and Conditions. These terms and conditions, including any terms in the Documentation exclusively govern the ordering, purchase, supply, anduse of Product, and override any conflicting, amending and/or additional terms contained in any purchase orders, invoices, or similar documents all of which are hereby
rejected and are null and void. Seller’s failure to object to any such terms shall not constitute a waiver by Seller, nor constitute acceptance by Seller of such terms andconditions. Third party products may be subject to additional terms and conditions.

b.

Order Changes/Cancellations. Orders for Products may not be changed or cancelled once placed.

c.

Governing Law. These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by thelaws of Germany. Seller and Purchaser agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms andconditions, including any terms in the Documentation. Subject to Condition 12(d) below, each party irrevocably agrees that the courts of Germany shall have exclusive
jurisdiction to settle any dispute or claim under or in connection these terms and conditions or its subject matter or formation.

d.

Arbitration. Any dispute relating to the validity, performance, construction or interpretation of these Terms and Conditions, which cannot be resolved amicably between
Customer and Illumina shall be submitted to final and binding arbitration in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS). Placeof Arbitration shall be Munich, Germany. The number of arbitrators shall be three (3). The language of the arbitration proceeding shall be English provided, however,that written evidence may be submitted in either German or English language. The award of the arbitration shall be final, non- appealable and binding upon the parties
and their respective successors and permitted assignees. Judgement upon the award may be entered in any court having the jurisdiction thereof.

e.

Representations and Warranties. Purchaser is not an authorized dealer, representative, reseller, or distributor of any of Seller’s, or its affiliates’, products or services.
Purchaser agrees, represents and warrants that it (i) is not purchasing the Product on behalf of a third party, (ii) is not p urchasing the Product in order to resell or
distribute the Product to a third party, (iii) is not purchasing the Product in order to export the Product from the country in which Seller shipped the Product pursuant
to the ship-to address designated by Purchaser at the time of ordering (“Ship-to Country”), and (iv) will not export the Product out of the Ship-To Country.

TCs for Goods RUO Germany February 2022

Illumina GmbH
Eichhornstrasse 3, 10785 Berlin Germany
www.illumina.com

f.

Remedies for Breach. In addition to any remedies specified elsewhere under these terms and conditions, and any remedies available to Seller under law or in equity,in the event Purchaser breaches these terms and conditions, including without limitation Sections 2-4, Seller may do any, all, or any combination of the following: (i)cease performance, including without limitation, cease further shipments of Product, (ii) terminate the rights granted to Purchaser pursuant to Section 2 (Rights to
Product Upon Purchase), (iii) terminate any service contracts then in effect for affected Product, (iv) terminate any remaining product warranty for the affected Product,or (v) require Purchaser to immediately pay any unpaid invoices.

g.

Service Contracts. If a Seller extended service contract for Hardware is being provided, then Seller’s standard terms and conditions for such service contract shallexclusively govern such extended service contract. Purchaser agrees that all service contracts are both personal to Purchaser and facility specific: services contracts
cannot be transferred to a third party and may not be transferred to a new facility if the Hardware is relocated.

h.

Future Products. Any future products and/or services (“Unreleased Products”) are subject to new part numbers, pricing, and specifications and the acquisition of
Product hereunder is not in reliance on the availability of any Unreleased Products.

i.

Seller Affiliates. Any actions or rights that may be performed or exercised by Seller may be performed or exercised by Seller itself or by any of its affiliates. By way of
non-limiting example, Seller’s affiliates may carry out shipment, servicing, invoicing and receipt of payment.

j.

Force Majeure. Seller shall not be in breach of these terms and conditions 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 a government or
regulatory authority, actual or threatened acts of war, terrorism, civil disturbance or insurrection, sabotage, labor shortages or disputes, failure or delay in delivery bySeller’s suppliers or subcontractors, transportation difficulties, interruption or failure of any utility service, raw materials or equipment. In the event of any such delay
the delivery date shall be deferred for a period equal to the time lost by reason of the delay.
k.

l.

Notices. Any notice required or permitted shall be in writing and shall be deemed received when (i) delivered personally; (ii) 5 days after having
been sent by registered or certified mail, return receipt requested, postage prepaid (or 10 days for international mail); or (iii) 1 day after depositwith a commercial express courier that provides written verification of receipt.

Seller Information. Seller may maintain and use a database of orders and account information pertaining to Purchaser for purposes of order processing, maintaining
records, assisting with future orders of Purchaser, and compliance with applicable laws and regulations. Purchaser shall not disclose any terms of this transaction to
any third party without the prior written consent of the Seller, except as (and only to the extent) required by securities or other applicable law. Purchaser grants toSeller a non-exclusive, fully paid-up, royalty-free, worldwide, irrevocable, perpetual right and license, with the right to sub-license, to use in any manner suggestions,
ideas or comments provided by Purchaser to Seller related to the Products.
m. Export Compliance. The Products, any related technology, or information provided to Purchaser may be subject to restrictions and controls imposedby the United States export control laws and regulations and other countries applicable export control laws and regulations. Notwithstanding anything
to the contrary in these terms and conditions, Purchaser agrees not to transfer, distribute, release or use the Products, any related technology, or
information sold to Purchaser into any country or to any person or entity, or in any manner, in violation of such controls or any other laws, rules orregulations of any country, state or jurisdiction.
n. Healthcare Law Compliance. Purchaser acknowledges and agrees that as a healthcare company, Seller, and Seller’s affiliates, may be required by applicable law andregulation (including codes of practice enforceable by law) (“Healthcare Laws”) to disclose the existence of these terms and conditions, the terms of these terms andconditions including financial terms, and the subject matter. Seller agrees it, and its affiliates, will disclose the least amount of information as possible in order to comply
with such Healthcare Laws.

o. Publicity. Purchaser agrees that it shall not issue any press release or make any public statement regarding acquisition of the Products, without prior written approval from
Seller, which approval shall not be unreasonably withheld or delayed.
p. Waste Electrical and Electronic Equipment (WEEE) Compliance. The Purchaser shall exclusively finance the collection and delivery of WEEE and WIBA to the recycler's
address specified by the Seller, as required by the Directive 2002/96/EC and applicable national law. This clause applies to all new electrical and electronic equipment(EEE) put on the market by the Seller after 13 August 2005 (known as new WEEE), as well as all EEE put on the market before 13 August 2005 (known as historic WEEE)
which becomes waste as a result of a purchase of new EEE from the Seller after August 2005. If the Purchaser resells the EEE to a customer, the Purchaser will ensurethat this clause in its entirety is included in the contractual arrangements governing the sale to the customer. The Purchaser agrees to indemnify and keep indemnified
and hold harmless the Seller and the Seller-appointed Operator of B2BWEEE- Scheme in Germany from and against all costs and expenses which the Operator or the
Seller incurs or suffers, as a result of a direct or indirect breach or negligent performance or failure in performance by the Purchaser of its obligations in this clause. For
further information, please contact your local Illumina sales representative.

q.

Miscellaneous. Except as expressly stated in these terms and conditions, no right or license under any of Seller, or Seller’s affiliates, intellectual property rights
is or are granted expressly, by implication, or by estoppel. All references to days mean calendar days unless specifically stated otherwise. To the extent permitted
by law, Seller may cease performance (including cancellation of any order outstanding) immediately without liability to Purchaser if Purchaser b ecomes the
subject of a petition for winding up of the Purchaser or any proceeding relating to insolvency, receivership, administr ative receivership. These terms andconditions represent the entire agreement between the parties regarding the subject matter hereof and supersede all prior dis cussions, communications,agreements, and understandings of any kind between the parties. No amendment to these terms or waiver of any right, condition, or breach will be effective
unless made in a written agreement signed by both parties. If any provision is held invalid or unenforceable, such provision shall be enforced to the maximum
extent permissible so as to give effect to the intent of the parties, and the remaining terms will continue in full force and effect. The failure of either party to
exercise any right granted herein or to require any performance of any term or the waiver by either party of any breach shall not prevent a subsequent exercise
or enforcement of, or be deemed a waiver of any subsequent breach of, the same or any other term. Nothing herein shall constitute or create a joint venture,
partnership, or any other similar arrangement between the parties. There are no third party beneficiaries to these terms and conditions.

TCs for Goods RUO Germany February 2022

Illumina GmbH
Eichhornstrasse 3, 10785 Berlin Germany
www.illumina.com