Terms and Conditions - Certification
1. Definitions. “Brand Guidelines” means the guidelines issued by Illumina
regarding use of Licensed Marks, as may be updated by Illumina from time to time.
“Certification Data Sheet” means the description of the Certification Programprovided by Illumina to a Lab. “Certification Guide” refers to a document specific to
the type of certification for which a Participant applies and describes the exams,
proficiency requirements and best practices for such specific certification (includingthe Certification Data Sheet), which may be updated by Illumina from time to timeupon notice to Certified Provider upon posting at illumina.com. “CertificationProcess” means the certification process for attaining Certified Provider status withrespect to Certification Products, as more fully outlined in the Certification Guide.
“Certification Program” means the program for achieving and maintaining Certified
Provider status with respect to Certification Products as more fully set forth in theCertification Guide. “Certification Products” means the specific Illumina products
referenced in a Quotation hereunder with respect to which Participant intends toundertake the Certification Process and maintain compliance with applicable
Qualification Criteria. “Certified Provider” means a Lab that has successfullycompleted the Certification Process with respect to Certification Products and ismaintaining compliance with respect to all applicable Qualification Criteria. “Lab”
means a core or services laboratory with the primary remit of providing services inexchange for compensation (i.e., “fee for service”). “Illumina” means Illumina, Inc. or
its wholly owned affiliates. “Intellectual Property Rights” means all patent rights,
copyrights, trade secrets, know-how, trademark, service mark and trade dress rights
and other intellectual property rights, current or future, under the laws of any
jurisdiction, together with all applications therefore and registrations thereto.
“Participant” means a Lab to which Illumina issues a Quotation for undergoing theCertification Process to become a Certified Provider. “Qualification Criteria” means
the qualification criteria for attaining and maintaining Certified Provider status, asmore fully outlined in the Certification Guide. “Quotation” means a written quotation
for certification under the Certification Process with respect to Certification Products
provided by Illumina to Participant.
2. Certification Process; Maintenance of Qualification Criteria. Illumina shallprovide relevant criteria and tools to Participant, and Participant shall successfullycomplete the Certification Process. In the event Participant fails to maintain any
Qualification Criteria after already having been certified as a Certified Provider,
Participant will have such time period as provided in the Certification Guide within
which to cure such default. If Participant fails to cure within this grace period,
Participant shall immediately cease to be a Certified Provider and shall lose privileges
associated with the Certification Program until such time as Participant againcompletes the Certification Process at Participant’s sole expense. For the avoidance ofdoubt qualification as a Certified Provider is only applicable with respect to thespecific certification for which Participant completed the Certification Process andcomplied with the Qualification Criteria in a particular calendar year. Annual
recertification will be required to maintain the benefit set associated with theCertification Program, including without limitation any trademark license granted byIllumina to Certified Provider. It is the responsibility of the Participant to successfullyrecertify.
3. Using Discounts. Participant shall be entitled to the available discounts as more
fully set forth in the Certification Guide. Discounts may not be combined with otherdiscounts available to Participant should it participate in any other program withIllumina but Participant shall be entitled to use the greatest then-available discount tomake purchases of qualifying Illumina products and services. Available discounts
have no value and are not redeemable for cash and may only be used during the Term.
4. Payment. Participant agrees to pay Illumina the corresponding fees pursuant to theQuotation(s) provided to Participant, for costs associated with the applicablecertification items set forth therein. Participant additionally agrees to pay Illumina all
applicable renewal fees, as applicable, pursuant to the then-current renewal feeschedule as set forth in the Certification Guide or additional Quotation(s).
5. Regulatory. In no way does the certification of a laboratory constitute accreditationof laboratory operations (for example, CAP/CLIA), or approval for any tests ormethods run within the Lab. Certification is in no way an endorsement of any IVD,IUO, LDT DTC, RUO or other service or product offerings made available byCertified Provider.

6. Trademark License. Illumina hereby grants to Participant, only for so long as
Participant remains a Certified Provider, a worldwide, non-exclusive, non-transferable,non-sublicensable, royalty-free, paid-up license to use the Illumina marks set forth in
the Certification Guide (“Licensed Marks”) solely in connection with services
provided by Participant to Participant’s customers with respect to Certification
Products (“Services”). Participant will conspicuously display the Licensed Marks on
any advertising, merchandising (including packaging and shipping containers), anddocumentation for the Services in accordance with these terms and conditions and with
the Brand Guidelines. Participant recognizes and agrees that no ownership rights are
vested or created by the limited rights of use granted to Participant in connection withthis use of the Licensed Marks, and that all goodwill associated with the use thereof
inures to the benefit of Illumina. Illumina reserves the right to terminate, restrict, orwithhold the use of the Licensed Marks if Illumina, in its sole discretion, determinesthat Participant’s image quality or product performance does not enhance Illumina’s
goodwill or Participant does not substantially follow the Brand Guidelines. Participant
hereby grants Illumina only for so long as Participant retains status as a Certified
Provider, a worldwide, non-exclusive, non-transferable, non-sublicensable, royaltyfree, paid-up license to use certain Participant trademarks and service marks, trade
names and logos to be specifically identified by Participant (collectively hereinafterreferred to as “Participant Marks”) solely in connection with the Services provided
by Participant. Illumina recognizes and agrees that no ownership rights are vested or
created by the limited rights of use granted to Illumina in connection with this use ofthe Participant Marks, and that all goodwill associated with the use thereof inures tothe benefit of the Participant.
7. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, IN
NO EVENT SHALL ILLUMINA BE LIABLE TO PARTICIPANT OR ANY THIRDPARTY FOR LOST PROFITS, DATA OR BUSINESS, OR FOR ANY INDIRECT,SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVEDAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH,WITHOUT LIMITATION, THE CERTIFICATION PROGRAM, THECERTIFICATION HANDBOOK, THE CERTIFICATION PROCESS,PARTICIPANT’S INABILITY TO ACHIEVE OR LOSS OF STATUS AS A
CERTIFIED PARTICIPANT, ILLUMINA’S PERFORMANCE UNDER THESETERMS AND CONDITIONS, HOWEVER ARISING OR CAUSED AND ON ANYTHEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDINGNEGLIGENCE), STRICT LIABILITY OR OTHERWISE).
8. No Warranty. Illumina makes no warranties regarding the Certification Program,the Certification Handbook, Certification Process or status as a Certified Provider.
THE FOREGOING ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASISAND ILLUMINA, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLELAW, EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THEFOREGOING, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDINGWITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR BASED ON COURSE OFCONDUCT OR TRADE CUSTOM OR USAGE.
9. Indemnification. Participant shall indemnify, defend and hold harmless Illumina(including its officers, trustees, employees and affiliates) against any and all third party
claims, losses, damages, costs or liabilities arising out of the Services or Participant’s
negligence or willful misconduct.
10. Termination. Illumina may terminate Participant’s status as a Certified Provider
and these terms and conditions in the event that Participant or its affiliates (a)materially breaches any term of these terms and conditions; (b) fails meet therequirements of the Certification Process or otherwise achieve status as a Certified
Provider with respect to a particular Illumina instrument within one (1) year from
Illumina’s corresponding Quotation; (c) breaches any term of Certification
Handbook, including, but not limited to, any Qualification Criteria; or (d) becomes thesubject of a voluntary or involuntary petition in bankruptcy or any proceeding relating
to insolvency, receivership, liquidation or composition for the benefit of creditors thatis not dismissed within sixty (60) days.

TCs of Sale – Certification (May 2016)

Terms and Conditions - Certification
11. Generala. Applicability of Terms and Conditions. These terms and conditions
constitute the entire agreement between the parties with respect to the subject matterhereof and shall exclusively govern the Certification Program, Certification Process,Qualification Criteria and Participant’s application for, qualification with respect toand maintenance of Certified Provider status, 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. Illumina’s failure toobject to any such terms shall not constitute a waiver by Illumina, nor constituteacceptance by Illumina of such terms and conditions.
b. Governing Law; Arbitration. These terms and conditions, theirinterpretation, and the performance of the parties shall be governed by the laws of theState of California, U.S.A. Illumina and Participant agree that the United Nations
Convention on Contracts for the International Sale of Goods shall not apply to theseterms and conditions. In Seller’s sole discretion, any dispute, claim or controversy
arising out of or relating to these terms and conditions, shall be determined byconfidential binding arbitration conducted in the English language, under generally
accepted arbitration rules and procedures in a venue to be determined by Seller. In allcases of arbitration each party shall bear its own costs and expenses and an equal shareof the arbitrator’s and administrator’s fees of arbitration; neither party nor an arbitrator
may disclose the existence, content, or results of any arbitration without the priorwritten consent 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 not have theauthority to alter any explicit provision of these terms and conditions; judgment on theaward may be entered in any court having jurisdiction. This clause shall not preclude
the parties from seeking provisional remedies in aid of arbitration from a court ofappropriate jurisdiction.

g. Miscellaneous. Except as expressly stated in these terms and conditions, noright or license under any of Illumina, or Illumina’s affiliates, Intellectual Property
Rights is or are granted expressly, by implication, or by estoppel. All references todays mean calendar days unless specifically stated otherwise. No amendment to theseterms or waiver of any right, condition, or breach will be effective unless made inwriting and delivered by Illumina to Participant. 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 infull 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 breachshall not prevent a subsequent exercise or enforcement of, or be deemed a waiver ofany subsequent breach of, the same or any other term. Nothing herein shall constituteor create a joint venture, partnership, or any other similar arrangement between theparties.

c. Force Majeure. Illumina 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 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 Participant’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.
d. Notices. Any notice required or permitted shall be in writing and shall bedeemed received when (i) delivered personally; (ii) 5 days after having been sent byregistered or certified mail, return receipt requested, postage prepaid (or 10 days forinternational mail); or (iii) 1 day after deposit with a commercial express courier thatprovides written verification of receipt.
e. Assignment. Participant may not assign or transfer these terms and conditions
or any rights or obligations associated with the Certification Program or otherwise,
whether voluntary, by operation of law or otherwise, without the prior written consent
of Illumina; provided that, only notice to Illumina and no consent shall be required forany assignment in connection with any merger, acquisition or the sale of all or
substantially all of the stock or assets of Participant to a party that (i) agrees in writing
to be bound by these terms and conditions, and (ii) is not a competitor of Illumina or
any of Illumina’s business units or Illumina’s affiliates. Illumina may assign all or partof the right to payments. Any assignment or transfer made in contravention of theterms hereof shall be null and void. Subject to the foregoing, these terms andconditions shall be binding on and inure to the benefit of the parties’ respective
successors and permitted assigns.
f. Healthcare Law Compliance. Participant acknowledges and agrees that as ahealthcare company, Illumina, and Illumina’s affiliates, may be required by applicablelaw and regulation (“Healthcare Laws”) to disclose the existence of these terms andconditions, the terms of these terms and conditions including financial terms, and thesubject matter (e.g., the U.S. Sunshine Act, and state and foreign equivalents).
Illumina agrees it, and its affiliates, will disclose the least amount of information as
possible in order to comply with such Healthcare Laws.

TCs of Sale – Certification (May 2016)