Illumina France SARL
Terms and Conditions of Sale--Research Use Products
1.

Definitions“Collection Territory” means the Ship-To Country. “Consumable(s)” means Seller branded reagents and consumable items that are intended by Seller to be
consumed through the use of Hardware. “Documentation” means Seller’s user manual, package insert, and similar technical documentation, for the Product ineffect 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. “Marketed Device” means a medical device that is intended for use in the diagnosis ofor screening for disease or other conditions that either: (a) requires pre-market approval, notification or clearance by the United States Food & Drug Administration(“FDA”) or listing with FDA (or similar listing or approval from the applicable regulatory agency of the Ship-To Country) before it may be used (collectively,“Regulatory Approval”), and received such Regulatory Approval for distribution to third parties; or (b) uses, as a component of any test for which it seeks Regulatory
Approval, a Product that is a research use only assay standing on its own (i.e., includes both the sequencer and the applicab le assay-specific test kit) or the assayspecific test kit. 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 orsimilar communication, or Seller website if the order is being placed electronically at Seller’s website. “Software” means Seller branded software made available on
the Hardware acquired hereunder (e.g., Hardware operating software and related installers). “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) belowis. 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 Se ction 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 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) to use only Seller
Consumables with Seller Hardware, and (iv) to use the Product (or information generated from the use of the Product) only in compliance with applicablelaw 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 state otherwise. Purchaser and any user of the Products shall comply with this Section 3.
Purchaser shall notify Seller of any suspected or actual breach of this section, or of any disappearance, theft, or confiscation of Products promptly, but nolater than 15 days following knowledge of the applicable incident. Purchaser shall provide Seller with reasonable access to confirm Purchaser’s compliancewith 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 orotherwise transfer the Software, nor permit any other party to do any of the foregoing. Purchaser may not remove from the Software, or alter, any of th e
trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the Software. 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.
c.
Third Party Code. Purchaser acknowledges that certain Software may be subject to additional terms and conditions. To the extent third party code is includedin Software and any term or condition of a third party license applicable to such third party code directly conflicts with the terms and conditions 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.

4.

Regulatory
The Product is labeled “For Research Use Only. Not for use in diagnostic procedures” or with a similar labeling statement. Pu rchaser 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 and the information generated fromthe use of the Product.

TCs Goods RUO – France March 2021
Illumina France SARL
52, Boulevard de Sebastopol, 75003, Paris
RCS: Paris 518 859 095 VAT: FR61518859095

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 PROCUREMENTOF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, DATA OR BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONS EQUENTIAL, OR
PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH, WITHOUT LIMITATION, THE SALE OF THE PRODUCT, ITS USE, SELLER’S PERFORMANCEOR ANY OF THESE TERMS AND CONDITIONS, HOWEVER ARISING OR CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (IN CLUDINGNEGLIGENCE), 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, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT PAID TO SELLER FOR THE PARTICULARPRODUCT CONTAINED IN THE PARTICULAR ORDER THAT DIRECTLY CAUSED THE LIABILITY. NOTHING IN THESE TERMS AND CONDITIONS SHALL LIMIT LIABILITYOF A
PARTY OR ITS AFFILIATED ENTITIES FOR GROSS NEGLIGENCE OR FRAUD.

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.

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 and do not transfer if the Product is moved to another facility of Purchaser, unless Seller conducts such move. The warranties described in these terms andconditions exclude any stand-alone third party goods that may be acquired or used with the Products.
a.

b.

c.

d.

e.

8.

Warranty for Consumables. Seller warrants that Consumables, other than custom Consumables, will conform to their Specifications until the later of (i) 3months from the 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 madeby Purchaser or provided to Seller by, or on behalf of, Purchaser), Seller only warrants that the custom Consumables will be made and tested in accordancewith Seller’s standard manufacturing and quality control processes. Seller makes no warranty that custom Consumables will wor k as intended by Purchaser
or for Purchaser’s intended uses.
Warranty for Hardware. Seller warrants that Hardware, other than Upgraded Components, will conform to its Specifications for a period of 12 months 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. Up graded Components do notextend the Base Hardware Warranty unless the upgrade was conducted by Seller at Seller’s facilities in which case the upgraded Hardware shipped toPurchaser 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’s Documentation or Specifications expressly state such third party’s good is for use with the Product).
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 accessto the Product in order to confirm the non-conformance and make repairs.
Sole Remedy under Warranty. Seller will, at its option, repair or replace non-conforming Product that is covered by this warranty, provided that Seller canreasonably identify and confirm such nonconformance. The warranty period for repaired or replaced Consumables is 90 days from the date of shipment, or
the remaining period on the original Consumables warranty, whichever is later. Hardware may be repaired or replaced with func tionally equivalent,reconditioned, or new Hardware or components (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 from the date of shipment or the remaining period on the original Hardware warranty, whichever is later. If only acomponent 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.

Indemnificationa.

b.

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 in accordance with these terms and conditions 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 to continue using the Product, (B) modify or replace theProduct with a substantially equivalent non-infringing substitute, or (C) require the return of the Product and terminate the rights, license, and any otherpermissions provided to Purchaser with respect to the Product and refund to Purchaser the depreciated value (as shown in Purchaser’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 liabilityof Seller for any infringement of third party intellectual property rights.
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 Excluded Use, (ii) use of the Product in any
manner not in accordance with the rights expressly granted to Purchaser under these terms and conditions, (iii) use of the Pr oduct in combination with any
third party products, materials, or services (unless the Product’s Documentation or Specifications expressly state such third party’s good is for use with theProduct), (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, or (vi) Purchaser’s breach of any of these terms and conditions, (vii) use of stand-alone third party goods
that may be acquired or used with the Products (each of (i) – (vii), is referred to as an “Excluded Claim”).

TCs Goods RUO – France March 2021
Illumina France SARL
52, Boulevard de Sebastopol, 75003, Paris
RCS: Paris 518 859 095 VAT: FR61518859095

c.

d.

9.

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, and infringement of a third party’s intellectual property rights, resulting from, relating to, or arising out of any Excluded Claim.
Conditions to Indemnification Obligations. The parties’ indemnification obligations are conditioned upon the party seeking indemnification (i) promptly
notifying the other party in writing of such claim or action, (ii) giving the other party exclusive control and authority over the defense and settlement of suchclaim or action, (iii) not admitting infringement of any intellectual property right without prior written consent of the oth er 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 otherparty in the defense of the claim or action; provided that, the indemnifying party reimburses the indemnified party for its reasonable out-of-pocket expenses
incurred in providing such assistance.

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 legal fees) incurred by Seller in connection with the collection of late payments. Each purchase order is aseparate, 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 amount not paid by the due date will bear interest from the day following
the date on 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 this case, the applicable rate during the first half of the year involved is the applicable rate on 1 January for the rele vant 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.

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 (Incoterms 2020) at the address designated byPurchaser at the time of ordering. In all cases, title (except for Software and third-party software) and risk of loss transfers to Purchaser when Product is madeavailable 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
both the 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 and are 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 or charge, such amount will be added to the purchase price or subsequently invoiced to the Purchaser.

12.

Generala.

b.

Applicability of Terms and Conditions. These terms and conditions exclusively govern the ordering, purchase, supply, and use 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 nulland 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 and conditions.
Third party products may be subject to additional terms and conditions.
Order Changes/Cancellations. Orders for Products may not be changed or cancelled once placed.

c.

Governing Law. These terms and conditions, their interpretation, and the performance of the parties shall be governed by the laws of France. Seller andPurchaser agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditions, including
any terms in the Documentation.

d.

Arbitration. In Seller’s sole discretion, any dispute, claim or controversy arising out of or relating to the breach, termination, enforcement, interpretation orvalidity of these terms and conditions shall be determined by confidential binding arbitration conducted in the English language to be held in Paris (France)
before an arbitrator appointed under the CMAP (Centre for Mediation and Arbitration of Paris, Paris Chamber of Commerce and Industry - 39, avenue Franklin
D. Roosevelt, 75008 Paris, France) rules of arbitration (“CMAP Rules”) and administered under the CMAP Rules, which are deemed to be incorporated byreference into this clause. In all cases of arbitration hereunder each party shall bear its own costs and expenses and an equ al share of the arbitrator’s andadministrator’s fees of arbitration; neither party nor an arbitrator may disclose the existence, content, or results of any arbitration without the prior writtenconsent of both parties, unless required by law; the decision of the arbitrator shall be final and binding on the parties, provided that, the arbitrator shall nothave the authority to alter any explicit provision of these terms and conditions; judgment on the award may be entered in any court having jurisdiction. Thisclause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
Representations and Warranties. Purchaser is not an authorized dealer, representative, reseller, or distributor of any of Seller’s, or its affiliates’, products orservices. Purchaser represents and warrants that it (i) is not purchasing the Product on behalf of a third party, (ii) is not purchasing the Product in order toresell or distribute the Product to a third party, (iii) is not purchasing the Product in order to export the Product from the country into 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.
Remedies for Breach. In addition to any remedies specified elsewhere under these terms and conditions, and any remedies available to Seller under law orin 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 productwarranty for the affected Product, or (v) require Purchaser to immediately pay any unpaid invoices.
Service Contracts. If a Seller extended service contract for Hardware is being provided, then Seller's standard terms and conditions for such service contract
shall exclusively 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.

e.

f.

g.

h.

Future Products. Any future products and/or services (“Unreleased Products”) are subject to new part numbers, pricing, and specifications and the acquisitionof 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.

TCs Goods RUO – France March 2021
Illumina France SARL
52, Boulevard de Sebastopol, 75003, Paris
RCS: Paris 518 859 095 VAT: FR61518859095

j.

k.

l.

m.

n.

o.
p.

q.

Force Majeure. Seller is not 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 or disputes, failure or delay in delivery by Seller’s suppliers or subcontractors, transportation difficulties,
shortage of energy, raw materials or equipment, or Purchaser’s fault or negligence. In the event of any such delay the delivery date shall be deferred for aperiod equal to the time lost by reason of the delay.
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 byregistered or certified mail, return receipt requested, postage prepaid (or 10 days for international mail); or (iii) 1 day after deposit with 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 proc essing,maintaining records, assisting with future orders of Purchaser, and compliance with applicable laws and regulations. Purchaser may not disclose any financial
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 otherapplicable law. Purchaser grants to Seller a non-exclusive, fully paid-up, royalty-free, worldwide, irrevocable, perpetual right and license, with the right tosublicense, to use and commercialize in any manner suggestions, ideas or comments provided by Purchaser to Seller related to the Products.
Export Compliance. The Products, any related technology, or information provided to Purchaser may be subject to restrictions and controls imposed by UnitedStates export control laws and regulations and other countries’ applicable export control laws and regulations. Notwithstanding anything to the contrary inthese terms and conditions, Purchaser agrees not to export, re-export, 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 or regulations of any
country, state or jurisdiction.
Healthcare Law Compliance. Purchaser acknowledges and agrees that as a healthcare company, Seller, and Seller’s affiliates, may be required by applicablelaw and regulation (“Healthcare Laws”) to disclose the existence of these terms and conditions, the terms herein including financial terms, and the subject
matter (e.g., the U.S. Sunshine Act, and state and foreign equivalents). Seller agrees it, and its affiliates, will disclose the least amount of information as
possible in order to comply with such Healthcare Laws.
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.
Waste Electrical and Electronic Equipment (WEEE) and Waste Industrial Batteries and Accumulators (WIBA) 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 applicablenational 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 fromthe Seller after August 2005. If the Purchaser resells the EEE to a customer, the Purchaser will ensure that 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 ENVIRON (as theoperator of B2BWEEE- Scheme) from and against all costs and expenses which ENVIRON or the Seller incurs or suffers, as a result of a direct or indirect breachor 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.
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 under applicable law, Seller may cease performance (including cancellation of any order outstanding) immediately without liability to Purchaser if
Purchaser becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation orcomposition for the benefit of creditors. These terms and conditions represent the entire agreement between the parties regarding the subject matter hereofand supersede all prior discussions, 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 writing 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 p arties, 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 waiverby either party of any breach shall not prevent a subsequent exercise or enforcement of, or be deemed a waiver of any subsequ ent 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 nothird party beneficiaries to these terms and conditions.

TCs Goods RUO – France March 2021
Illumina France SARL
52, Boulevard de Sebastopol, 75003, Paris
RCS: Paris 518 859 095 VAT: FR61518859095