Illumina Italy s.r.l
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 a part
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 forma part thereof in the case of an Electronic Order; or (iii) all terms referenced in an Order
Confirmation, including these terms and conditions and the applicable Service Description
which form a part thereof in the case of an order placed without a Quotation and that is not an
Electronic Order. “Customer” means the purchaser of the Services hereunder. “Deliverables”
means the Results as described in these terms and conditions. “Electronic Order” means anorder placed by Customer utilizing Illumina’s electronic commerce system (e.g., iCom).
“Intellectual Property Rights” means all patent rights, copyrights (including rights incomputer software), trade marks, trade names, get up and logo, service marks, business names(including internet domain names), design rights, database rights, rights in undisclosed orconfidential information (such as know-how, trade secrets and inventions (whether or notpatentable)) and all other intellectual property or similar proprietary rights of whatever nature,
current or future, under the laws of any jurisdiction, whether registered or not and including all
applications or rights to apply therefore and registrations thereto. “Order Confirmation”
means a sales order confirmation document provided by Illumina. “Quotation” means a written
quotation provided by Illumina to Customer. “Results” are the data that are generated 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, thatarise directly out of the Results, including without limitation, any diagnostic or therapeutic
discoveries or inventions.. “Sample(s)” means the sample(s) to be provided by Customer toIllumina 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 the activities tobe performed hereunder as described in and subject to the specific terms found in the Service
Description. “Service Description” means the document that describes the Services (e.g.,
FastTrack Genotyping, FastTrack Sequencing, Whole Genome Sequencing, etc.).
“Specifications” means 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 not intended toaffect 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 the gender of any pronoun
shall include all genders. As used in this Agreement except as the context may otherwise
require, the words “include”, “includes”, “including”, “such as”, “e.g.” or “example(s)” aredeemed to be followed by “without limitation”, whether or not they are in fact followed by suchwords or words of like import, and “will” and “shall” are used synonymously. Except as
expressly stated, any reference to “days” shall be to calendar days, and “business day” shallmean all days other than Saturdays, Sundays or a bank holiday recognised in Italy.
2.
Applicability of Terms and Conditions. This Agreement shall exclusively
govern the ordering, purchase and provision of the Services, and shall prevail over any
conflicting, amending and/or additional terms contained in any purchase orders, invoices orsimilar 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 acceptance byIllumina 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 and allother information and materials as specified in the Service Description in accordance with theguidelines set forth therein. Customer acknowledges that any failure to provide the Samples,
information, and any other materials in accordance with the Service Description may result indelays in the project and Illumina shall not be in breach of this Agreement nor liable to theCustomer in respect of any such failure of the Customer. After receipt of the purchase orderfrom Customer, Customer shall promptly provide to Illumina the number of Samples as set forthin the Quotation in accordance with the Sample Requirements set forth in the applicable Service
Description. Customer agrees that each Sample shall meet the Sample quality criteria
established by Illumina that applies to such Service. Illumina reserves the right to change theSample 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 toIllumina’s FTP web site or other site as mutually agreed and has notified Customer that such fileis available, or (b) if Results are to be delivered in one or more hard drive(s) or other physicalmaterial, upon shipment FOB origin of such hard drive(s) or material containing all or a portionof the Results. Customer acknowledges that Illumina does not typically retain a copy of theResults beyond Delivery and the Results may not be recoverable from Illumina’s systems after
Delivery. In the event of loss of the Results by the Customer after Delivery, Illumina shall haveno 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 therein, prices specified in the Quotation or during an Electronic
Order or other order, are for the number of Samples and specific Services stated therein. Anychanges to the number of Samples or the scope or performance of the Services will affectpricing, 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 infull 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 event that any payment is not made within
the time period specified in this Agreement, Illumina may suspend providing the Services anddelivering the Results until all payments are made current. Customer shall pay for all costs(including reasonable legal fees) incurred by Illumina in connection with the collection of latepayments. The amount of credit authorized by Illumina may be changed or entirely
withdrawn at any time, and Illumina reserves the right to require alternative payment terms,
including but not limited to a letter of credit or full or partial payment in advance.
6.
All amounts payable to Illumina are exclusive of and are payable without
deduction for all sales, use, excise, value added, withholding and other taxes, and all customs
duties and tariffs claimed or imposed by any governmental authority upon the performance of
the Services or delivery of the Results, which shall be borne by the Customer, calculated andpaid to the relevant governmental authority or governmental agency in accordance withapplicable law and regulations. Any such charges will be added to the price or subsequently
invoiced to the Customer by the Seller or Purchaser shall gross up any payment to the Seller
in respect of which deduction is required to be made.
Customer shall pay the total price as set forth in the Quotation, in U.S. dollars unlessotherwise 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 not limited
to Illumina’s then current list price of all materials used or produced, including, without
limitation, flow cells and reagents.
7.
Ownership of Samples; Regulatory Compliance. Customer represents andwarrants that it owns or otherwise controls the Samples and that it has the right to provide theSamples 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 Customer’s sole discretion, any unused Samples or portions thereof following thedelivery of the Results. Customer shall obtain and maintain all necessary licences andconsents and comply with all applicable laws and regulations in relation to the transfer of the
Samples to Illumina and the performance of the Services.
8.
Intellectual Property. The Results Work Product shall be owned by Customer
and all right, title, and interest in, to and under the Results Work Product, including without
limitation all Intellectual Property Rights therein shall vest immediately upon their 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 performance of
the Services and any Intellectual Property Rights owned by or licensed to Illumina prior to theperformance 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.
9.
Research Use Only. Customer acknowledges that the Services are provided forresearch 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.
10.
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 9, the results are provided to customer on an “as is” basis.
11.
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 ofsuch third party’s valid and enforceable Intellectual Property Rights resulting from themethods, materials, or processes specified by Illumina and used by Illumina in performanceof the Services and Illumina shall pay all settlements entered into, and all final judgments andcosts (including reasonable attorneys’ fees) awarded against Customer (and Illumina, as thecase may be) in connection with any such action.
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 andused by Illumina in performing the Service, and (c) specification or selection of the SNP lociin the case of genotyping or regions of interest in the case of targeted sequencing, and (ii) or

Illumina Italy s.r.l
Via Senigallia – Torre A 18/2, CAP 20161, Milano, Italy
REG: MI1917431
VAT: IT06814140965

arising out of any actions Customer has taken based on its analysis, interpretation, or use of theResults 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 withany such action.

Agreement that by their nature should survive termination shall survive including without
limitation Sections 1 - 15, and all payment obligations incurred hereunder. All other rights
and obligations of the parties under this Agreement shall cease upon termination or expirationof this Agreement.
17.

Each party’s indemnification obligations pursuant to this Sections 9 and 10 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 and settlement ofsuch action, (iii) not admitting infringement of any Intellectual Property Right without theindemnifying party’s prior written consent, (iv) not entering into any settlement or compromiseof any such action without the indemnifying party’s prior written consent, and (v) providing all
reasonable assistance to the indemnifying party (provided that the indemnifying party
reimburses the indemnified party for its reasonable out-of-pocket expenses incurred inproviding such assistance).
12.
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,
data or business, or for any indirect, consequential, incidental, incurred by such party
arising out of or in connection with this agreement (or the termination hereof), whether incontract, tort (including negligence) strict liability or otherwise, including, but not limited
to, the loss of prospective profits or anticipated sales, or on account of expenses,
investments, or commitments in connection with the business or goodwill or otherwise,
unless such liability arises out of willful misconduct or gross negligence attributable toeither party Illumina’s total and cumulative liability arising under or in connection withthis 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, unless such liability arises out of willful misconduct or gross negligence
attributable to Illumina the limitations set forth in this section shall apply even if a party
has been advised of the possibility of such damages, and notwithstanding any failure ofessential purpose of any limited remedy, unless such damage can be attributed to thewillful misconduct of either party.
13.
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 thesource of a Sample, shall comply with all legal, regulatory, guidelines issued by governmental
authority from time to time, and contractual obligations with respect to the privacy of theindividual 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. In compliance withapplicable laws, regulations and guidelines issued by governmental authority from time to time,
Customer undertakes to reduce the acquisition of personal data to a minimum in order to
exclude the processing of such personal data when the Services can be provided in anonymity,or to allow the identification of the data subject only in case of necessity in compliance withapplicable laws, regulations and guidelines issued by governmental authority from time to time.
Under no circumstance, in the performance of any of the obligation under this Agreement,
Illumina shall be deemed a data controller or a data processor. Illumina shall not sell, trade ordisclose to any other customer of Illumina any account information of Customer. Customer
acknowledges and agrees that Illumina is entitled to maintain and use a database of orders andaccount information pertaining to Customer for purposes of order processing, maintaining
records and assisting with future orders of Customer.
14.
Confidential Information. Except as provided herein, each party shall maintainin confidence, and shall not use for any other purpose or disclose to any third party, information(of whatever nature) disclosed by the other party or its affiliated entities in writing and marked“Confidential” (or in a similar manner 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, the source and identity of Samples, theResults, and the details of the methods, materials or processes used by Illumina in theperformance of the Services which, by their very nature or the circumstances in which imparted,
would reasonably be deemed confidential, shall be considered Confidential Information
whether or not so marked. Each party shall disclose Confidential Information disclosed by theother party. The receiving Party shall disclose the Confidential Information of the disclosing
party solely on a need to know basis to its directors, officers and employees and also agrees not
to disclose to any third party any terms of this Agreement without the consent of the other party,
except as required by securities or other applicable laws or regulations, in which case theDisclosing party shall seek confidential treatment to the extent available, under conditions thatreasonably protect the confidentiality thereof.

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 to require
any performance of any term of this Agreement or the waiver by either party of any
breach of this Agreement shall not prevent a subsequent exercise or enforcement of, orbe deemed a waiver of any subsequent breach of, the same or any other term of thisAgreement. Nothing in this Agreement shall constitute or create a joint venture,
partnership, or any other similar arrangement between the parties. No party isauthorized to act as agent for the other party hereunder except as expressly stated inthis 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 (orten (10) days for international mail); or (c) one (1) day after deposit with a commercial
express courier specifying next day delivery or, for international courier packages,
two (2) days after deposit with a commercial express courier specifying 2-day
delivery, with written verification of receipt.
d. Customer shall not assign or transfer this Agreement or any rights or obligations
under this Agreement, whether voluntary, by operation of law or otherwise, without
the prior written consent of Illumina; provided, however, that no consent shall be
required for any assignment in connection with any change of control or the sale of allor substantially all of the stock or assets of Customer to a party that (i) agrees inwriting to be bound by the terms and conditions of this Agreement, and (ii) is not, in
Illumina’s reasonable judgment, a competitor of Illumina or any of its affiliate entities.
Illumina may assign or transfer this agreement to any (i) successor by way of changeof control or sale of all or substantially all of its stock or assets relating to thisAgreement, (ii) of its affiliated entities. Illumina or any successor may assign all orpart of the right to payments under this Agreement. Any assignment or transfer of thisAgreement made in contravention of the terms hereof shall be null and void. Subject
to the foregoing, this Agreement shall be binding on and inure to the benefit of theparties’ respective successors and permitted assigns.
e. This Agreement and performance by the parties hereunder shall be construed inaccordance with the laws of Italy, without regard to provisions on the conflicts oflaws.
Each Party irrevocably agrees that the courts of Italy shall have[non-]exclusive jurisdiction to settle any dispute or claim under or in connection withthis Agreement or its subject matter or formation.
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.
g. This Agreement exclusively govern the ordering, purchase and provision ofServices provided to Customer by Illumina hereunder, and shall override any
conflicting, amending, and/or additional terms contained in any purchase orders,invoices, or similar documents which are hereby rejected and shall be null and void.
Illumina’s failure to object to any such terms shall not constitute a waiver by Illumina,
nor constitute acceptance by Illumina of such terms and conditions.

15.
Confidential Information shall not include any information that is: i) alreadylawfully 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 thereceiving party by a third party that the disclosing party reasonably concluded was under noobligation of confidentiality to the disclosing party with respect thereto, or (iv) is independently
developed by or for the receiving party without reliance on the Confidential Information of thedisclosing party. The obligations of confidentiality contained in this Section 13 shall remain inforce for a period of no less than three (3) years from the delivery of all the Results, which shallin all events survive its earlier termination.
16.
Customer’s Breach; Survival. Survival In addition to any remedies specified
elsewhere under this Agreement, and any remedies available to Illumina under law, Illuminamay, 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 performance hereunder,or (ii) terminate any remaining warranty for the affected service. All provisions of thisIllumina Italy s.r.l
Via Senigallia – Torre A 18/2, CAP 20161, Milano, Italy
REG: MI1917431
VAT: IT06814140965