Illumina Productos de Espana S.L.U
Terms and Conditions – Services (Non-Clinical Laboratory)
February 2014
1.
Definitions; Interpretation.
“Agreement” means either (i) the Quotation,
including these terms and conditions and the applicable Service Description which form apart 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 theapplicable 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 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 domainnames), design rights, database rights, rights in undisclosed or confidential information(such as know-how, 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 orrights 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 throughperformance of the Services 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 ortherapeutic 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, and other requirements for each
Sample as specified in the applicable Service Description and required in order for Services
to be successfully performed on a given Sample. “Services” as used herein refers to theactivities to be performed hereunder as described in and subject to the specific terms foundin the Service Description. “Service Description” means the document that describes theServices (e.g., FastTrack Genotyping, FastTrack Sequencing, Whole Genome Sequencing,etc.). “Specifications” means the written specifications for Services that are contained in
the Services Description.
Sections, titles and headings in this Agreement are for convenience only and are notintended to affect the meaning or interpretation hereof. Whenever required by the context,
the singular term shall include the plural, the plural term shall include the singular, and thegender of any pronoun shall include all genders. As used in this Agreement except as thecontext 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 notthey are in fact followed by such words or words of like import, and “will” and “shall” areused synonymously. Except as expressly stated, any reference to “days” shall be tocalendar days, and “business day” shall mean all days other than Saturdays, Sundays or abank holiday recognised in Spain.
2.
Applicability of Terms and Conditions. This Agreement shall exclusively govern
the ordering, purchase and provision of the Services, and shall prevail over 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 toobject to any such terms shall not constitute a waiver by Illumina, nor constitute acceptanceby Illumina 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 accordancewith the 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 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 forthin 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 right to change the Sample quality criteria in its sole discretion, and Illumina
will provide Customer with written notification of any such changes. See the applicable
Service Description for additional information concerning Sample quality requirements.
4.
Delivery. Delivery shall have occurred by one of the following means, to be
determined by mutual agreement of the parties: (a) if Results are to be delivered
electronically, once Illumina has transmitted an electronic file containing all or a portion of
the Results to Illumina’s FTP web site or other site as mutually agreed and has notified
Customer that such file is available, or (b) if Results are to be delivered in one or more hard
drive(s) or other physical material, upon shipment FOB origin of such hard drive(s) ormaterial containing all or a portion of the Results. Customer acknowledges that to the extent
permitted by law Illumina does not typically retain a copy of the Results beyond Delivery
and the Results may not be recoverable from Illumina’s systems after Delivery. In the eventof loss of the Results by the Customer after Delivery, Illumina shall have no further
obligation to deliver the Results to the Customer.
5.
Pricing; Payment. Prices for the Services shall be as specified in the Quotation or
during an Electronic Order or other order and are valid solely during the period set forth
therein. Unless otherwise specified in the Quotation or during an Electronic Order or otherorder, prices specified therein are for the number of Samples and specific Services statedtherein. Any changes to the number of Samples or the scope of 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.
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 Illumina or Customer shall gross up any payment
to Illumina 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.
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 the 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.
Intellectual Property. The Results Work Product shall be owned by Customer and allright, 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.
7.
Research Use Only. Customer acknowledges that the Services are provided
for research use only and are not being performed in a clinical laboratory. The Services are
not an article or accessory intended to be used specifically for the medical purpose of:diagnosis, treatment, prevention, monitoring or alleviation of a disease, injury or disability;compensation for an injury or disability; investigation, replacement or modification of the
anatomy or a physiological process or state; or control or support of contraception; and theResults are not intended to be medical advice. The Services have not been subjected to any
conformity assessment or other regulatory review or certified, approved or cleared by any
conformity assessment body or other regulatory body in any country for diagnostic use or
any other purpose.
8.
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 8, 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.

Illumina Productos Espana. S.L.U
Plaza Pablo Ruiz Picasso, No 1, Torre Picasso – Planta 38, 28020 Madrid
Reg: B86268125
VAT: ES B86268125

9.
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 in the Service
Description and used by Illumina in performance of the Services and Illumina shall pay all
settlements entered into, and all final judgments and costs (including reasonable legal fees)
awarded against Customer (and Illumina, as the case may be) in connection with any suchaction.
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 orcause 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 than thosemethods, materials, or processes that are specified by Illumina in the Service Description
and used by Illumina in performing the Service, and (c) specification or selection of the
SNP 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 and any other information provided by Illumina under
this Agreement and Customer shall pay all settlements entered into, and all final judgments
and costs (including reasonable attorneys’ fees) awarded against Illumina (and Customer, as
the case may be) in connection with any such action.
Each party’s indemnification obligation pursuant to this Section 9 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 andsettlement of such action, (iii) not admitting infringement of any Intellectual Property Right
without the indemnifying party’s prior written consent, (iv) not entering into any settlement
or compromise of any such action without the indemnifying party’s prior written consent,and (v) providing all reasonable assistance to the indemnifying party (provided that theindemnifying party reimburses the indemnified party for its reasonable out-of-pocket
expenses incurred in providing such assistance).
10.
Limited Liability. To the extent permitted by law, in no event will either party
be liable to the other for costs of procurement of substitute services, lost profits, dataor business, or for any special, indirect, consequential, incidental, exemplary, or
punitive damages incurred by such party arising out of or in connection with thisagreement (or the termination hereof), however caused and on any theory of liability(whether in contract, tort (including negligence) strict liability or otherwise, including,but not limited to, the loss of prospective profits or anticipated sales, or on account ofexpenses, investments, or commitments in connection with the business or goodwill orotherwise. Illumina’s total and cumulative liability arising under or in connection
with this agreement, whether in contract, tort (including negligence), strict liability orotherwise, shall in no event exceed the amount received by Illumina from customer
under this agreement. The limitations set forth in this section shall apply even if aparty has been advised of the possibility of such damages, and notwithstanding any
failure of essential purpose of any limited remedy.
11.
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,
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 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
and assisting with future orders of Customer.
12.
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 inwriting 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 such disclosure (collectively, “Confidential Information”). However, thesource and identity of Samples, the Results, and the details of the methods, materials orprocesses 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 beconsidered Confidential Information whether or not so marked. Each party shall not disclose
Confidential Information disclosed by the other party. The receiving Party shall disclose theConfidential 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 termsof this Agreement without the consent of the other party, except as required by securities orother applicable laws or regulations, in which case the Disclosing party shall seek
confidential treatment to the extent available, under conditions that reasonably protect theconfidentiality thereof.

no obligation of confidentiality to the disclosing party with respect thereto, or (iv) is
independently developed by or for the receiving party without reliance on the Confidential
Information of the disclosing party. The obligations of confidentiality contained in thisSection 12 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.
13.
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 - 14, 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.
14.

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.
The terms and conditions, their interpretation, and the performance of theparties shall be governed, and interpreted under, the laws of Spain. Each Party
irrevocably agrees that the courts of Madrid city shall have jurisdiction to settle any
dispute or claim under or in connection with this Agreement or its subject matter orformation.
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.

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
becomes publicly known other than through breach of this Agreement, (iii) is disclosed to
the receiving party by a third party that the disclosing party reasonably concluded was underIllumina Productos Espana. S.L.U
Plaza Pablo Ruiz Picasso, No 1, Torre Picasso – Planta 38, 28020 Madrid
Reg: B86268125
VAT: ES B86268125