[
NAME] March 29, 2021
[TITLE]
[COMPANY]
[STREET ADDRESS]
[Suite XXXX]
[CITY, STATE ZIP]
Dear Mr./Ms. [NAME]:
In connection with Illumina Inc.’s proposed acquisition of GRAIL, Inc. (the “Transaction”), Illumina is
irrevocably offering to [COMPANY] the terms enclosed in Exhibit A (the “Supply Agreement”) and
Exhibit B (the “IVD Test Kit Agreement Terms”) to allay any concerns relating to the Transaction,
including that Illumina would disadvantage GRAIL’s potential competitors after the Transaction by
increasing their sequencing prices or by withholding access to Illumina’s latest innovations in Next-
Generation Sequencing (“NGS”). To address these concerns, these terms will be offered to any existing
or new customer of Illumina that purchases NGS products for developing and/or commercializing
oncology tests and will remain open for six (6) years from the closing of the Transaction (the “Open
Term”). You may accept this offer and the attendant terms in this letter and attached hereto any time
from today until expiration of the Open Term by signing and returning this letter to the undersigned.
The Supply Agreement shall not be effective unless and until the Transaction closes. The Supply
Agreement shall be effective for twelve (12) years from the closing of the Transaction, regardless of
when this offer is accepted. This irrevocable offer is binding on Illumina. This offer to enter into the
Supply Agreement during the Open Term shall be governed by, and construed in accordance with, the
laws of the State of New York, without giving effect to the conflicts-of-law principles thereof.
In addition, [COMPANY] may enter into, at any time from today until expiration of the Open Term, an
agreement with Illumina (i.e., an “IVD Test Kit Agreement”) under which [COMPANY] may develop and
commercialize in-vitro diagnostic (“IVD”) distributable test kits that may be used by third-party
laboratories for use on Illumina’s diagnostic sequencing platforms that have received FDA marketing
authorization (e.g., the NextSeq550Dx sequencing platform). Specifically, under the terms specified in
Exhibit B, [COMPANY] may enter into an IVD Test Kit Agreement to develop an IVD distributable test kit
on the NextSeq550Dx sequencing platform or any future Illumina diagnostic sequencing platform that
receives FDA authorization. An agreement under Exhibit B to develop an IVD distributable test kit on
any Illumina diagnostic sequencing platform would be effective for fifteen (15) years from the date the
Transaction closes. The IVD Test Kit Agreement shall not be effective unless and until the Transaction
closes. [COMPANY] may also choose to enter into an IVD Test Kit Agreement for a single Illumina
diagnostic sequencing platform, either the NextSeq550Dx platform or any subsequent diagnostic
platform, once it receives regulatory approval, under the terms specified in Exhibit B. This irrevocable
offer is binding on Illumina. This offer to enter into the IVD Test Kit Agreement during the Open Term
shall be governed by, and construed in accordance with, the laws of the State of New York, without
giving effect to the conflicts-of-law principles thereof.
There will be no change or disruption to Illumina’s supply of NGS products to you irrespective of your
execution of the Supply Agreement or the IVD Test Kit Agreement. Illumina remains fully committed to
Illumina, Inc.
5200 Illumina Way
San Diego, CA 92122
tel 858.202.4500
fax 858.202.4545
www.illumina.com
2
enabling the innovation and exciting work that [COMPANY] is doing on Illumina’s next-generation
se
quencing platforms.
Please contact me if you have any questions.
Sincerely,
Nicole Berry
SVP and General Manager, Americas
Accepted and Agreed:
[COMPANY]
Name: _______________________________
Title: _______________________________
Date: _______________________________
Illumina, Inc.
5200 Illumina Way
San Diego, CA 92122
tel 858.202.4500
fax 858.202.4545
www.illumina.com
Exhibit A – Supply Agreement
1. DEFINITIONS
“Affiliate(s)” means with respect to a party, any entity that, directly or indirectly, controls, is controlled
by or is under common control with such Party for so long as such control exists. For purposes of this
definition, an entity has control of another entity if it has the direct or indirect ability or power to direct
or cause the direction of management policies of such other entity or otherwise direct the affairs of such
other entity, whether through ownership of the voting securities of such other entity, by contract or
otherwise.
“Application Specific IP” means the Illumina Intellectual Property Rights that pertain to the Supplied
Product (and use thereof) only with regard to specific field(s) or specific application(s). Application
Specific IP excludes all Core IP. By way of non-limiting example, Illumina Intellectual Property Rights for
NIPT, for specific forensic methods, or for specific nucleic acid biomarkers, sequences, or combinations
of biomarkers or sequences are examples of Application Specific IP.
“Core IP” means Illumina Intellectual Property Rights that pertain to or cover aspects or features of any
Supplied Product (or use thereof), or software embedded in or installed on Illumina hardware (or use
thereof), or software that Illumina hardware is designed to communicate or interact with (or use
thereof), that are common to such Supplied Product in all applications and all fields of use. To avoid any
doubt, and without limitation, Core IP specifically excludes any and all Intellectual Property Rights
relating to NIPT.
“Customer” means the For-Profit Entity that enters into this Supply Agreement with Illumina.
“Customer Use” means use in all fields of use, specifically excluding any use that (i) is not in accordance
with the product’s specifications or documentation (it being understood that specifications and
documentation shall not undermine or limit Customer’s rights under this Supply Agreement), (ii) is a re-
use of a previously used consumable, (iii) is the disassembling, reverse-engineering, reverse-compiling,
or reverse-assembling of the Supplied Product, (iv) is the separation, extraction, or isolation of
components of consumables or other unauthorized analysis of the consumables, (v) gains access to or
determines the methods of operation of the Supplied Product, or (vi) is the transfer to a third party of,
or sub-licensing of, software or third-party software.
“Equivalent” means, with respect to the comparison of Customer to another customer, that (a) the
aggregate volume of all Supplied Products purchased by such other customer from Illumina in the
immediately preceding year (measured in U.S. dollars) is not more than 10% greater than the volume
purchased by Customer in prior year, (b) such other customer is a For-Profit Entity, and (c) such other
customer is not currently receiving Grandfathered Pricing.
“For-Profit Entity” means a for-profit company in the United States that purchases Supplied Products
for performing sequencing for liquid biopsy cancer screening or diagnostic tests for clinical oncology
purposes, on human samples received from, and delivered to, unaffiliated health care professionals,
health care organizations or other laboratories for clinical oncology purposes. A For-Profit Entity
excludes governments, government agencies, hospitals, research institutes, academic institutions, non-
profits and Illumina Affiliates (including GRAIL).
2
“GRAIL” means GRAIL, Inc. for so long as it is an Affiliate of Illumina, or any successor to GRAIL, Inc. or
any substantial part of the business of GRAIL, Inc. that in either case is Illumina or an Affiliate of Illumina.
“Grandfathered Pricing” means any pricing (either under a quote of duration longer than 30 days or a
supply agreement) that is operative for the Customer for use of the Supplied Products at the time that
the Transaction closes, provided that this pricing is for ongoing, ordinary course purchases of Supplied
Products.
“Illumina Intellectual Property Rights” means all Intellectual Property Rights owned or controlled by
Illumina or Affiliates of Illumina during the Term of this Agreement. Application Specific IP and Core IP
are separate, non-overlapping, subsets within the Illumina Intellectual Property Rights.
“Intellectual Property Right(s)” means all rights in patent, copyrights (including rights in computer
software), trade secrets, know-how, trademark, service mark and trade dress rights and other industrial
or intellectual property rights under the laws of any jurisdiction, whether registered or not and including
all applications therefor and registrations thereto.
“Pre-Release Sequencing Product” means Illumina sequencing hardware or Sequencing Consumables
that are not available for purchase in Illumina’s product catalogue. Such sequencing hardware or
Sequencing Consumables shall include any re-designed or modified products made available to any For-
Profit Entity or to GRAIL that optimize, in any material respect, a product’s interoperability, capabilities,
or performance.
“Sequencing Consumables” means those consumables intended by Illumina to be used to perform a
sequencing process on Illumina’s NextSeq, NextSeqDx and NovaSeq instruments and any future
sequencing hardware launched by Illumina or its Affiliates, and includes core consumables that are (i)
commercialized or otherwise made available by Illumina to customers or Affiliates of Illumina and (ii)
intended by Illumina to be used to perform a sequencing process on any such system. Sequencing
Consumables do not include products that were at the “end of life” or “end of sale” or were announced
(before January 1, 2021) to customers as a planned “end of life” or “end of sale”. Sequencing
Consumables are limited to products that are shipped to and used in the United States.
“Short Term Project” means a project or circumstance giving rise to a discrete purchase of Sequencing
Consumables outside of ongoing ordinary course of purchases made by a For-Profit Entity. The duration
of a Short Term Project is no more than two years.
“Supplied Product(s)” means Illumina’s NextSeq, NextSeqDx and NovaSeq instruments, and any future
sequencing instruments launched by Illumina or its Affiliates, or Sequencing Consumables,
1
that are
1
The NextSeq and NovaSeq instruments and associated Sequencing Consumables are labeled “For
Research Use Only. Not for use in diagnostic procedures.” They are subject to laws and regulations
applicable to products with that label (e.g., 21 C.F.R. § 809.10(c)(2)(i)).
The NextSeqDx is an FDA-regulated device intended for targeted sequencing of DNA libraries from
human genomic DNA extracted from peripheral whole blood or formalin-fixed, paraffin-embedded
(FFPE) tissue, when used for in vitro diagnostic (IVD) assays performed on the instrument. The NextSeq
550Dx instrument is not intended for whole genome or de novo sequencing. The NextSeq 550Dx
3
purchased by Customer for any Customer Use pursuant to the Supply Agreement. Supplied Products do
not include products that were at the “end of life” or “end of sale” or were announced (before January
1, 2021) to customers as a planned “end of life” or “end of sale”. Supplied Products are limited to
products that are shipped to and used in the United States.
“Transaction” means Illumina Inc.’s proposed acquisition of GRAIL, Inc. pursuant to the Agreement and
Plan of Merger, dated September 20, 2020 (as amended on February 4, 2021 by the Amendment to the
Agreement and Plan of Merger, the “Merger Agreement”), among Illumina, Grail, SDG Ops, Inc., a
Delaware corporation and direct, wholly owned subsidiary of Illumina, and SDG Ops, LLC, a Delaware
limited liability company and direct, wholly owned subsidiary of Illumina.
“Volume-Based Net Price” means the actual list price of a Supplied Product less the applicable discount
for a customer’s volume under a volume-based discount schedule.
2. TERM
This Supply Agreement shall not be effective unless and until the Transaction closes, regardless of the
date of signing. Once the Supply Agreement is effective, it shall be effective for twelve (12) years from
the closing of the Transaction, regardless of the date either party signs this Supply Agreement (the
“Term”).
3. TERMS & CONDITIONS
This Supply Agreement is subject to compliance with the terms and conditions herein and applicable
law. Unless otherwise agreed with Customer, Illumina’s standard Terms & Conditions, as available in
the below links, apply to the extent they do not conflict with this Exhibit A, and in the event of a conflict,
the terms of Exhibit A supersede.
a. Terms and Conditions of Sale – Research Use Products:
https://www.illumina.com/content/dam/illumina-marketing/documents/terms-
conditions/united-states/usa-terms-and-conditions-of-sale-general.pdf
b. Terms and Conditions of Sale – Illumina Advantage Products:
https://www.illumina.com/content/dam/illumina-marketing/documents/terms-
conditions/worldwide/terms-conditions-ai-products.pdf
c. Terms and Conditions of Sale – IVD Products:
https://www.illumina.com/content/dam/illumina-marketing/documents/terms-
conditions/united-states/usa-terms-and-conditions-of-sale-ivd.pdf
4. ACCESS TO SUPPLIED PRODUCTS
instrument is to be used with registered and listed, cleared or approved, IVD reagents and analytical
software.
4
a. Access to Services. Customer shall have access to the same product services and
support services for purchase relating to the Supplied Products to which GRAIL or any For-Profit Entity
has access, or which Customer had access before the Transaction.
b. Access to Supplied Products. Customer shall have access to the Supplied Products for
purchase that GRAIL or any For-Profit Entity has access within 45 days of when GRAIL or such For-Profit
Entity, as applicable, is offered such access (if not earlier) for purchase.
c. Access to Pre-Release Sequencing Products. Customer shall have access for purchase
to any Pre-Release Sequencing Product to which GRAIL or any For-Profit Entity is offered access within
45 days of when GRAIL or such For-Profit Entity, as applicable, is offered such access (if not earlier), and
for the same categories of uses, specifically: (i) feedback to Illumina for development of NGS products,
including through alpha or beta testing; (ii) for clinical trials; (iii) for clinical validation; (iv) for pre-
commercial test development not relating to clinical trials; or (v) for a commercialized product
developed by Customer. Customer’s purchase of any Pre-Release Sequencing Product is subject to the
pricing terms in Section 5 in this Supply Agreement. This provision does not apply to Pre-Release
Sequencing Products that are developed by Illumina for a specific For-Profit Entity pursuant to a
development agreement under 4.d. with such For-Profit Entity.
d. Development Agreement. Illumina shall enter into, upon Customer request, a separate
development agreement with Customer on commercially reasonable terms, relating to the design or
modification of any Supplied Product, in a manner that optimizes interoperability with Customer’s tests,
including, without limitation, capabilities, performance, speed, efficiency, cost, convenience, accuracy,
specificity, precision, ease of use and user experience.
e. No Obsolescence. Illumina shall not discontinue any Supplied Product so long as
Customer continues to purchase that Supplied Product. Illumina may discontinue a Supplied Product
that Customer has not purchased in more than one year.
5. PRICING
Under the pricing protections in this section, Customer will be able to select one of two options for each
Supplied Product that they purchase under this Supply Agreement. Customer may elect to receive the
Grandfathered Pricing that Customer received before the close of the Transaction under 5.a. Because all
of the Supplied Products that Customer currently purchases will remain available under 4.e, Customer
may maintain its current pricing for the Term. A Customer who has elected Grandfathered Pricing under
5.a will also receive the benefit of the No Price Increases term in 5.c, the New Product Pricing under 5.d
and Short Term Projects under 5.h.
Alternatively, Customer may elect to switch over to receiving Universal Pricing under 5.b, under which
Customer purchases each Supplied Product under the pricing in Appendix 1. Under Universal Pricing,
Customer will also receive the benefit of the No Price Increases provision for the Term of the Supply
Agreement under 5.c. Customer will also receive pricing protections for new versions of existing
Supplied Products under 5.d. As described in 5.d., Illumina also commits to certain lower pricing for
Suppled Products. Under the Universal Pricing option, pursuant to 5.e and 5.f, Customer will also
receive the benefit of any lower pricing offered to an Equivalent customer or to GRAIL, for any Supplied
Product, and Customer will be notified of such triggering lower pricing under 5.g.
5
Finally, under either Grandfathered Pricing or Universal Pricing, Customer will also have access to pricing
for Short Term Projects under 5.h.
a. Grandfathered Pricing. Customer may continue to receive the benefit of any
Grandfathered Pricing for the Term. If Customer elects to receive Grandfathered Pricing for a Supplied
Product Customer shall not receive the benefit of the terms in sections 5.b and 5.e–5.g for that Supplied
Product, but will receive the benefit of the terms in sections 5.c, 5.d and 5.h for that Supplied Product.
b. Universal Pricing. If Customer is not receiving Grandfathered Pricing for a Supplied
Product, Customer shall receive the Volume-Based Net Price for that Supplied Product in accordance
with Appendix 1. The universal pricing grid in Appendix 1 contains all currently available universal
pricing, including list prices and volume-based discount tiers, for currently available Supplied Products,
and such Appendix 1 will be updated as additional pricing tiers or new Supplied Products (including new
versions of existing Supplied Products) become available.
c. No Price Increases. The inflation-adjusted (based on the Bureau of Labor Statistics’
Analytical Laboratory Instrument Manufacturing Index in the Producer Price Index (“PPI”)) Volume-
Based Net Price (under Appendix 1) that Customer has access to for each Supplied Product purchased
under this Supply Agreement over the twelve (12) year term of this Supply Agreement shall not increase.
To the extent Illumina’s costs of goods sold for a Supplied Product materially increase due to factors
beyond Illumina’s control, then the Volume-Based Net Price (under Appendix 1) may increase solely to
reflect that cost increase and solely for the duration of that cost increase.
d. New Product Pricing. To the extent that Illumina launches a new version of any
Supplied Product (e.g., a sequencing instrument of similar throughput, or a Sequencing Consumable of
the same sequencing read length and similar number of sequencing reads per flow cell), the inflation-
adjusted (based on the PPI) Volume-Based Net Price per gigabase of sequencing shall not be higher as
compared to the Volume-Based Net Price of the prior version of the Supplied Product, provided that the
new version of the Supplied Product does not result in any material improvements in performance or
capability. In addition, by 2025, Illumina commits that, under this Supply Agreement, the Volume-Based
Net Price (under Appendix 1) to Customer per gigabase of sequencing using the highest throughput
Illumina instrument then available, with the highest throughput, best-performance flow cell and kit then
available, at full capacity, will be at least 43% lower than the inflation-adjusted (based on the PPI)
Volume-Based Net Price (under Appendix 1 as of March 26, 2021), per gigabase of sequencing using the
NovaSeq instrument, with an S4 300 flow cell, at full capacity. For the avoidance of doubt, holding
volume constant, every customer (regardless of their application, or whether they are in oncology
screening) using the highest throughput instrument and best-performance flow cell would observe by
2025 a reduction in price, under the Universal Pricing option, per gigabase of sequencing, of 43%. By
way of example, for a customer at the highest volume discount tier today, the per gigabase sequencing
price is $4, using a NovaSeq instrument with an S4 300 flow cell. Under this commitment, the per
gigabase of sequencing price for that customer at the same volume discount tier in 2025 would be no
greater than $2.26 (inflation-adjusted based on the PPI) using the highest throughput Illumina
instrument then available, with the highest-throughput, best-performance flow cell and kit then
available. To the extent Illumina’s costs of goods sold for a Supplied Product materially increase due to
factors beyond Illumina’s control, then the Volume-Based Net Price (under Appendix 1) may increase
solely to reflect that cost increase and solely for the duration of that cost increase.
6
e. Equivalent Customer. If Customer is not receiving Grandfathered Pricing for Supplied
Product, without limiting Section 5.f, Customer shall have access to Volume-Based Net Prices (under
Appendix 1) for that Supplied Product that are no less favorable (i.e., the same or better) than the
Volume-Based Net Prices provided by Illumina to an Equivalent customer after the date the Transaction
closes, for that Supplied Product.
f. GRAIL. If Customer is not currently receiving Grandfathered Pricing for Supplied
Product, Customer shall have access to Volume-Based Net Prices (under Appendix 1) for that Supplied
Product that are no less favorable (i.e., the same or better) than the Volume-Based Net Prices provided
to GRAIL (including of transfer pricing, portability fees, and royalties), after the date the Transaction
closes, for that Supplied Product.
g. Notification and Refund. In the event that Sections 5.e or 5.f are triggered, Illumina will
notify Customer promptly, and no later than 45 days after the end of the applicable Illumina fiscal
quarter, and the pricing made available to Customer for the applicable Supplied Products will be
reduced, effective as of the date on which GRAIL or the Equivalent customer received the triggering
pricing, and Customer will receive such reduced pricing for the period of time that the triggering pricing
is available to GRAIL or the Equivalent customer. With respect to units of Supplied Product ordered and
invoiced pursuant to a Purchase Order accepted after the date the triggering purchase was made, and
for which Customer has paid the applicable invoice, Illumina will refund to Customer the difference
between the pricing made available to Customer and the triggering pricing, multiplied by the number of
affected units of Supplied Product.
h. Short Term Projects. Customer shall have access to Short Term Project pricing that is no
less favorable (i.e., the same or better) than pricing extended to Equivalent customer or GRAIL for a
Short Term Project of substantially similar size (i.e., using between 90% and 110% of the volume of
Sequencing Consumables) and duration (i.e., for a period of not more than 3 months longer than the
other Short Term Project), provided that Customer has requested such pricing. If Illumina offers GRAIL
pricing for a Short Term Project under this section, Illumina shall make Customer aware of such pricing
promptly, but in no event later than 45 days after the end of the applicable Illumina fiscal quarter. No
customer, including GRAIL, may receive Short Term Project pricing for more than two consecutive years.
No customer, including GRAIL, may use Short Term Project pricing for ongoing ordinary course
purchases, including for its standard commercial testing. Pricing for Short Term Projects will not be
considered as triggering with respect to the obligations in Sections 5.e and 5.f.
6. FDA
Customer may enter into, at any time from today, effective as of the closing of the Transaction, until the
sixth anniversary of the closing of the Transaction, an agreement with Illumina under which Customer
may develop and commercialize in-vitro diagnostic (“IVD”) test kits for use on Illumina’s diagnostic
(“Dx”) sequencing platforms. Illumina will provide standard terms for Customer to enter into a stand-
alone agreement to enable Customer to develop and commercialize IVD test kits on one or all of
Illumina’s Dx sequencing platforms. Illumina shall provide any documentation or information
reasonably required for Customer to seek FDA approval or FDA marketing authorization to sell a for-
profit, clinical test using the Supplied Products.
7
7. PURCHASE ORDERS
This Supply Agreement is not contingent on any purchase commitments by Customer, nor does it affect
Customer’s existing unilateral right to terminate its supply relationship with Illumina at any time and for
any reason. Written purchase orders (“Purchase Orders”) submitted in accordance with this Supply
Agreement, Illumina’s Terms and Conditions, or an operative supply agreement may be rejected by
Illumina only if Illumina does not have sufficient supply of the applicable Supplied Product to fulfill the
order or if the Purchase Order is not in accordance with standard lead times for the applicable Supplied
Product.
8. SHORT SUPPLY
In the event Illumina is experiencing a supply shortage of the applicable Supplied Product (or
components therein), Illumina will allocate the existing supply in an equitable manner among its
customers (including Affiliates) based on expiring lots, and which shall not favor Affiliates over other
customers.
9. INTELLECTUAL PROPERTY
a. Core IP Rights. Customer’s purchase of Supplied Products under this Supply Agreement
confers upon Customer the non-exclusive, non-transferable, personal, non-sublicensable right solely
under Illumina’s Core IP to use the Supplied Products, only with Illumina hardware and software, and
only in Customer facilities. Except as expressly stated in this Section 9 with respect to Core IP, no right
or license under any Illumina Intellectual Property Rights is granted, expressly, by implication, or by
estoppel, to Customer under this Supply Agreement.
b. IP Infringement. In no event will Illumina have the right to cease shipping of the
Supplied Product solely on the basis of any alleged claim of infringement of any intellectual property
rights of Illumina.
10. CONFIDENTIAL INFORMATION
a. Confidentiality. To the extent that Illumina may have access to confidential information
(“Confidential Information”) of Customer in connection with this Supply Agreement or the provision of
Supplied Products by Illumina to Customer, Illumina shall in no event share such Confidential
Information of Customer with GRAIL or any subsidiary of GRAIL, or any employees who work within
GRAIL. Any Confidential Information received shall be used by Illumina only (i) to perform Illumina’s
product supply obligations, service or obligations under any agreement to Customer, or (ii) for
performance of general business practices by non-technical functions (e.g., accounting, customer
service) within Illumina, which functions shall have access to such information only on a need-to-know
basis, and Illumina shall not use such Confidential Information for any other purpose, expressly including
without limitation, for any of its own or Affiliates’ internal purposes. All employees who may receive
Confidential Information will be advised of these confidentiality obligations and use restrictions.
Illumina shall continue its practice of maintaining all Confidential Information of Customer confidential
as to any other entity.
b. GRAIL Firewall. Illumina shall establish a firewall designed to prevent any GRAIL
personnel (and any Illumina personnel carrying out activities with respect to the GRAIL business or
products) from accessing any Confidential Information obtained by or made available to Illumina
8
relating to Customer or its business or products, whether pursuant to this Supply Agreement or
otherwise.
11. TERMINATION
Customer has a unilateral right to terminate its supply relationship with Illumina at any time and for any
reason without termination liability upon ninety (90) days’ prior written notice to Illumina, provided,
however, that Customer shall honor all invoices, which invoices shall be issued upon shipment, for
Supplied Products ordered under a Purchase Order that was accepted by Illumina prior to the
termination date. Illumina cannot terminate this Supply Agreement for convenience during the Term. If
either party materially breaches this Supply Agreement and fails to cure such breach within 60 days
after receiving written notice of the breach, the non-breaching party shall have the right to terminate
this Supply Agreement by providing written notice to the other party; provided, however, that if such
breach is curable, but not reasonably curable within such 60-day period, and the breaching Party is using
commercially reasonable efforts to cure the breach, then such cure period will be extended to not
longer than 180 days. Notwithstanding anything to the contrary herein, this Supply Agreement may not
be terminated based solely on a claim relating to infringement of any Illumina Intellectual Property
Rights pursuant to Section 9.b.
12. ENFORCEMENT
a. Audit. Illumina agrees to conduct an annual audit by an independent third-party
auditor selected by Illumina from among the “Big 4” accounting firms to audit Illumina’s compliance
with the commitments set forth herein. Illumina will provide Customers with a written report (with
reasonable redactions) confirming compliance with the commitments set forth herein. Illumina shall
provide cooperation, including access to necessary books and records, in support of any audit
conducted. To the extent Customer has a good faith basis for alleging that Illumina is in breach of a
commitment contained herein, Illumina shall engage an auditor to assess Customer’s allegation separate
from and in addition to Illumina’s annual audit.
b. Arbitration. If any dispute arises from or relates to this Supply Agreement, including as
a result of a dispute over terms in a separate agreement that incorporates the terms herein (the
“Dispute”), other than claims involving infringement, validity, or enforceability of Intellectual Property
Rights (whether Illumina’s or Customer’s), or about the scope of Intellectual Property Rights in an
agreement, Illumina and Customer (each a “party” and together the “parties”) shall submit the matter
to confidential binding arbitration to determine final terms and conditions of the supply agreement, or
to settle the dispute as to the terms of a supply agreement.
i. Prior to submitting any matter to arbitration, Illumina and Customer shall each
designate a contact having the proper authorization to resolve the Dispute in a final and binding fashion,
who shall meet in person or by telephone for a period of thirty (30) days (or such other period of time as
Illumina and the Customer shall mutually agree) in an attempt to resolve the Dispute in good faith.
ii. The arbitration proceeding shall be conducted in accordance with the
Commercial Arbitration Rules of the AAA and as otherwise described in this Section 12.b.
iii. The location of the arbitration proceeding will be mutually agreed by the
parties. In the event there is no agreement as to location, the arbitration proceeding will take place in
New York City, NY.
9
iv. Within five business days of the commencement of an arbitration, Customer
and Illumina each shall furnish a legally binding writing to the other committing to maintain the
confidentiality of the arbitration and of any written statement and discovery materials exchanged during
the arbitration, and to limit the use of any such materials to the arbitration.
v. Upon written request by either party to the other party, the parties shall
promptly negotiate in good faith to appoint an appropriate Arbitrator. If the parties are not able to
agree within ten (10) days after the receipt by a party of the written request in the immediately
preceding sentence, the AAA shall be responsible for selecting an Arbitrator with relevant experience
related to the dispute of at least ten (10) years and to do so within fifteen (15) days of being approached
by a party. The fees and costs of the Arbitrator and the AAA shall be shared equally (50%/50%) by the
parties. Each party to the arbitration shall bear its own legal fees and expenses.
vi. Within twenty (20) days after the designation of the Arbitrator, the parties shall
each simultaneously submit to the Arbitrator and one another a written statement of their respective
positions on such Dispute. Each party shall have fifteen (15) days from receipt of the other party’s
submission to submit a written response thereto. The Arbitrator shall have the right to meet with the
parties, either alone or together, as necessary to make a determination. Further, the Arbitrator shall
have the right to request information and materials and to require and facilitate discovery as it shall
determine is appropriate in the circumstances, taking into account the needs of the parties and the
desirability of making discovery expeditious and cost-effective determinations. In reaching a decision,
the Arbitrator may consider only documents exchanged in discovery between the parties, testimony
explaining the documents and the parties’ written statements and other materials submitted and
arguments made by counsel.
vii. No later than thirty (30) days after the parties each submit their written
statements to the Arbitrator, or as otherwise agreed by the parties, the Arbitrator shall make a
determination by selecting the resolution proposed by one of the parties that as a whole is the most
consistent with this Agreement and the most fair and reasonable to the parties in light of the totality of
the circumstances. The Arbitrator shall provide the parties with a written statement setting forth the
basis of the determination in connection therewith, provided that the Arbitrator shall not have the
authority to alter any explicit provision of the Supply Agreement. The decision of the Arbitrator shall be
final, binding and conclusive, absent manifest error; judgment on the award may be entered in any
court having jurisdiction. Neither party may disclose the existence, content, or results of any arbitration
without the prior written consent of both parties, unless required by law.
viii. The parties may, by agreement, modify any time periods specified in this
Section 12.b. At any time after the commencement of arbitration, the parties may agree to suspend the
arbitration, for periods not to exceed fourteen (14) days in the aggregate, to attempt to resolve their
dispute through negotiation. The parties shall effectuate such suspension through a joint writing filed
with the AAA. Either party may terminate the suspension at any time by filing with the AAA a writing
calling for the arbitration to resume.
c. Choice of Law. This Supply Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to the conflicts-of-law
principles thereof.
10
Appendix 1 to Exhibit A – Universal Consumables and Instruments Discount Schedules
and List Price Catalogue
The following table lists any applicable discounts off the list price in the United States.
Table 1. Universal Consumables Discount Schedule:
Annual Sequencing
Consumables Spend (in
USD)
NextSeq 550 NextSeq 550
(TG)
NextSeq
550Dx
NovaSeq
v1.5
NextSeq
1000/2000
$0-500,000 0% 10% 0% 0% 0%
$500,001-999,999 10% 20% 10% 0% 0%
$1,000,000-4,999,999 15% 25% 15% 0% 3%
$5,000,000-9,999,999 20% 30% 20% 3% 5%
$10,000,000-19,999,999 25% 35% 25% 5% 7%
$20,000,000-29,999,999 30% 40% 30% 10% 10%
$30,000,000-39,999,999 30% 40% 30% 13% 13%
$40,000,000-49,999,999 30% 40% 30% 15% 15%
$50,000,000-$74,999,999 30% 40% 30% 17% 15%
$75,000,000+ 30% 40% 30% 20% 15%
Discounts for new versions of Supplied Products (e.g., future consumables for NovaSeq, NextSeq
500/550, or future platforms) shall be added to the Supply Agreement in compliance with the terms and
conditions of the Supply Agreement, including without limitation Section 5.
“Annual Sequencing Consumables Spend” equals the total of all amounts invoiced (excluding amounts
paid for taxes and shipping, insurance, customs, and other transportation costs) by Illumina to Customer
and its Affiliates for the purchase of Sequencing Consumables shipped to the United States during a given
Contract Year during the Term.
“Baseline Amount” means Customer’s good faith estimate of its purchase volume of NGS Consumables
and Library Preparation Consumables to be shipped to the United States during the Baseline Period.
“Baseline Period” means the period starting on the date of last signature of the Supply Agreement (or an
amendment that incorporates the terms of the Supply Agreement) and ending on the immediately
following February 14.
“Contract Year” means the period from February 15 of a given calendar year during the Term through and
including February 14 of the immediately following calendar year during the Term.
11
True-Up Calculation:
In the event that there is no annual purchase history upon which to calculate a base discount, Illumina
and Customer will agree upon a discount based on the best estimate of Annual Sequencing Consumables
Spend. No later than 60 days following the last day of the Baseline Period, Illumina shall perform a true-
up analysis to determine if actual amounts invoiced (excluding amounts paid for taxes and shipping,
insurance, customs, and other transportation costs) by Illumina to Customer for purchase of Sequencing
Consumables shipped during Baseline Period exceeds or falls short of the Baseline Amount. In the event
the discount Customer received for Consumables purchased during the Baseline Period is greater than or
less than the discount that Customer should have received for such Consumables based on actual amounts
invoiced (excluding amounts paid for taxes and shipping, insurance, customs, and other transportation
costs) for purchase of Sequencing Consumables during such period, the following shall apply: Illumina will
at Customer’s request (x) refund to Customer the dollar amount representing the difference between the
discount actually made available to Customer for Consumables and the discount that should have been
made available to Customer for Consumables, or (y) issue to Customer a credit equal to the dollar amount
representing the difference between the discount actually made available to Customer for Consumables
and the discount that should have been made available to Customer for Consumables, which credit may
be used by Customer for any future purchase of Supplied Product hereunder, or in the event of an
underpayment, immediately invoice Customer for the dollar amount representing the difference between
the discount actually made available to Customer for Consumables and the discount that should have
been made available to Customer for Consumables, which invoice shall be paid within 30 days after the
Customer’s receipt of the invoice.
12
The following table lists any applicable discounts off the list price in the United States.
Table 2: Universal Hardware Discount Schedule:
Tier Instrument Credits
Discount off NextSeq
500/550(including
Dx)/1000/2000
Instrument
Discount off NovaSeq
6000 Instrument
1 1-30 5% 5%
2 31-50 10% 10%
3 51-100 13% 13%
4 101-200 15% 15%
5 201-300 17% 17%
6 300+ 20% 20%
Table 3: Allocation of Instrument Credits:
Installed Instrument Instrument
Credits
NovaSeq 6000 10
NextSeq 500/550 (including Dx)/1000/2000 3
MiSeq (including Dx) 1
For each Installed Instrument, Customer shall be entitled to a specific number of Instrument Credits as
set forth in Table 3.
“Installed Instrument” means a Supplied Product that is a sequencing instrument covered under an
active service contract with Illumina, and is installed in Customer’s or its Affiliates’ facility in the United
States.
Material
Class Type
Material Class L02
Product
Category
Desc
Material
#
Catalog
#
Product Name Product Description Qty List
Price
in USD
System Instrument NovaSeq 20012850 -- NovaSeq 6000
Sequencing System
The NovaSeq 6000 Sequencing
System is for Research Use
Only and is an integrated
ultrahigh throughput system
performing onboard cluster
generation and sequencing.
This system includes
installation and training and 12
months warranty (including
parts and labor).
1
985000
System Instrument NextSeq
500/550
20005715 -- NextSeq 550Dx
Sequencing System
The NextSeq 550Dx instrument
is intended for sequencing of
DNA libraries when used with
in vitro diagnostic assays
performed on the instrument.
The NextSeq 550Dx instrument
is to be used with specific
registered, certified or
approved in vitro diagnostic
reagents and analytical
software. The instrument
includes a dual boot
configuration to enable the use
of the instrument in either
diagnostic (Dx) or research use
only (RUO) mode. In vitro
diagnostic sequencing assays,
including the Germline and
1
347000
2
Material
Class Type
Material Class L02
Product
Category
Desc
Material
#
Catalog
#
Product Name Product Description Qty List
Price
in USD
Somatic Variant Modules, are
executed in diagnostic mode.
Only IVD sequencing reagents
can be utilized in diagnostic
mode.
System Instrument NextSeq
500/550
15046626 SY-415-
1002
NextSeq® 550
Sequencing System
Illumina NextSeq 550
Sequencing System is for
Research Use Only and is an
integrated system for
automated generation of DNA
clonal clusters by bridge
amplification, sequencing,
primary analysis, and array
scanning. System includes
embedded touchscreen
monitor and on-instrument
computer, NextSeq Control
Software, installation and
training, and 12 months
warranty (including parts and
labor).
1
275000
System Instrument NextSeq
500/550
20037138 -- Certified Pre-Owned
NextSeq 550 System
Certified Pre-Owned NextSeq
550 System
1
225000
System
Upgrade
Instrument NextSeq
500/550
15068091 SY-415-
1003
NextSeq® 500 to
NextSeq® 550
Upgrade
Available for pre-order.
Upgrade NextSeq 500 to
NextSeq 550 and enable array
scanning of CytoSNP-850k,
CytoSNP-12, and
HumanKaryomap-12
1
50000
3
Material
Class Type
Material Class L02
Product
Category
Desc
Material
#
Catalog
#
Product Name Product Description Qty List
Price
in USD
BeadChips. Upgrade cost will
cover upgrade onsite by FSE.
System Instrument NextSeq
1000/2000
20038897 -- NextSeq™ 2000
Sequencing System
Illumina NextSeq 2000
Sequencing System is for
Research Use Only and is an
integrated system for
automated generation of DNA
clonal clusters by bridge
amplification, sequencing,
primary analysis, and
secondary analysis. System
includes embedded
touchscreen monitor and on-
instrument computer, control
software, hardware accelerated
Dragen Bio-IT secondary
analysis pipelines, installation
and training, and 12 months
warranty (including parts and
labor).
1
335000
4
Material
Class Type
Material Class L02
Product
Category
Desc
Material
#
Catalog
#
Product Name Product Description Qty List
Price
in USD
System Instrument NextSeq
1000/2000
20038898 -- NextSeq™ 1000
Sequencing System
Illumina NextSeq 1000
Sequencing System is for
Research Use Only and is an
integrated system for
automated generation of DNA
clonal clusters by bridge
amplification, sequencing,
primary analysis, and
secondary analysis. System
includes embedded
touchscreen monitor and on-
instrument computer, control
software, hardware accelerated
Dragen Bio-IT secondary
analysis pipelines. Installation
and training, and 12 months
warranty (including parts and
labor).
1
210000
Instrument
Spares
Instrument SQ Misc 20022240 -- NextSeq Air Filter NextSeq Air Filters ensure that
internal components of the
instrument remain free of dust
and other environmental
contaminants for optimal
performance. We recommend
replacing air filters every 90
days as part of standard
NextSeq preventative
maintenance.
1
85
5
Material
Class Type
Material Class L02
Product
Category
Desc
Material
#
Catalog
#
Product Name Product Description Qty List
Price
in USD
Standard
Consumables
Consumables NovaSeq 20028312 -- NVSEQ 6000 S4 Rgt
Kit v1.5 (300cyc)
This reagent kit provides one
NovaSeq S4 flow cell (with 4
lanes) and reagent
consumables to support a
single flow cell 300 cycles run
on the NovaSeq 6000.
1
14400
Standard
Consumables
Consumables NovaSeq 20028313 -- NVSEQ 6000 S4 Rgt
Kit v1.5 (200cyc)
This reagent kit provides the
flow cell and reagent
consumables to support a
single flow cell 200-cycle
NovaSeq run.
1
12925
Standard
Consumables
Consumables NovaSeq 20044417 -- NVSEQ 6000 S4 Rgt
Kit v1.5 (35cyc)
This v1.5 reagent kit provides
the flow cell and reagent
consumables to support a
single S4 flow cell 35 cycles
NovaSeq run.
1
10500
Standard
Consumables
Consumables NovaSeq 20028314 -- NVSEQ 6000 S2 Rgt
Kit v1.5 (300cyc)
This reagent kit provides the
flow cell and reagent
consumables to support a
single flow cell 300 cycles
NovaSeq run.
1
9600
Standard
Consumables
Consumables NovaSeq 20028315 -- NVSEQ 6000 S2 Rgt
Kit v1.5 (200cyc)
This reagent kit provides the
flow cell and reagent
consumables to support a
single flow cell 200 cycles
NovaSeq run.
1
9000
Standard
Consumables
Consumables NovaSeq 20028316 -- NVSEQ 6000 S2 Rgt
Kit v1.5 (100cyc)
This reagent kit provides the
flow cell and reagent
consumables to support a
1
7250
6
Material
Class Type
Material Class L02
Product
Category
Desc
Material
#
Catalog
#
Product Name Product Description Qty List
Price
in USD
single flow cell 100 cycles
NovaSeq run.
Standard
Consumables
Consumables
NovaSeq
20028317
--
NVSEQ 6000 S1 Rgt
Kit v1.5 (300cyc)
This reagent kit provides the
flow cell and reagent
consumables to support a
single flow cell 300 cycles
NovaSeq run.
1
5250
Standard
Consumables
Consumables NovaSeq 20028318 -- NVSEQ 6000 S1 Rgt
Kit v1.5 (200cyc)
This reagent kit provides the
flow cell and reagent
consumables to support a
single flow cell 200 cycles
NovaSeq run.
1
4850
Standard
Consumables
Consumables NovaSeq 20028402 -- NVSEQ 6000 SP Rgt
Kit v1.5 (500cyc)
This reagent kit provides the
flow cell and reagent
consumables to support a
single flow cell 500 cycles
NovaSeq run.
1
4200
Standard
Consumables
Consumables NovaSeq 20028319 -- NVSEQ 6000 S1 Rgt
Kit v1.5 (100cyc)
This reagent kit provides the
flow cell and reagent
consumables to support a
single flow cell 100 cycles
NovaSeq run.
1
3850
Standard
Consumables
Consumables NovaSeq 20028400 -- NVSEQ 6000 SP Rgt
Kit v1.5 (300cyc)
This reagent kit provides the
flow cell and reagent
consumables to support a
single flow cell 300 cycles
NovaSeq run.
1
3000
7
Material
Class Type
Material Class L02
Product
Category
Desc
Material
#
Catalog
#
Product Name Product Description Qty List
Price
in USD
Standard
Consumables
Consumables NovaSeq 20040719 -- NVSEQ 6000 SP Rgt
Kit v1.5 (200cyc)
This reagent kit provides the
flow cell and reagent
consumables to support a
single SP flow cell 200 cycles
NovaSeq run.
1
2750
Standard
Consumables
Consumables NovaSeq 20028401 -- NVSEQ 6000 SP Rgt
Kit v1.5 (100cyc)
This reagent kit provides the
flow cell and reagent
consumables to support a
single flow cell 100 cycles
NovaSeq run.
1
2100
Standard
Consumables
Consumables NovaSeq 20043131 -- NovaSeq XP 4-Lane
Kit v1.5
The NovaSeq Xp 4-Lane Kit is a
consumable used along with
the NovaSeq Xp Flow Cell Dock
in an optional workflow that
allows accessibility to individual
lanes of the NovaSeq flow cell.
The kit consists of ExAmp
reagents (3 tubes) and a single
manifold needed to load a 4-
lane NovaSeq flow cell.
1
599
Standard
Consumables
Consumables NovaSeq 20043130 -- NovaSeq XP 2-Lane
Kit v1.5
The NovaSeq Xp 2-Lane Kit is a
consumable used along with
the NovaSeq Xp Flow Cell Dock
in an optional workflow that
allows accessibility to individual
lanes of the NovaSeq flow cell.
The kit consists of ExAmp
reagents (3 tubes) and a single
manifold needed to load a 2-
lane NovaSeq flow cell.
1
299
8
Material
Class Type
Material Class L02
Product
Category
Desc
Material
#
Catalog
#
Product Name Product Description Qty List
Price
in USD
Standard
Consumables
Consumables NextSeq
500/550
20028871 -- NextSeq 550Dx HO
Rgt Kit v2.5 (300 cyc)
NextSeq 550Dx High Output
Reagent Kit v2.5 (300 Cycles) is
a set of reagents and
consumables intended for
sequencing of sample libraries
when used with validated
assays. The kit is intended for
use with the NextSeq 550Dx
instrument and analytical
software.
1
6335
Standard
Consumables
Consumables
NextSeq
500/550
20024913
--
TG NSQ 500/550 Hi
Output v2.5 (300
CYS)
Provides kitted reagents for
300 cycles of sequencing, plus
dual- indexing support on a
High Output run (up to 400M
reads). Includes: High Output
Reagent Cartridge (300 cycles),
High Output Flow Cell
Cartridge, and Buffer Cartridge.
1
5825
Standard
Consumables
Consumables NextSeq
500/550
20024908 -- NSQ 500/550 Hi
Output KT v2.5 (300
CYS)
Provides kitted reagents for
300 cycles of sequencing, plus
dual- indexing support on a
High Output run (up to 400M
reads). Includes: High Output
Reagent Cartridge (300 cycles),
High Output Flow Cell
Cartridge, and Buffer Cartridge.
1
5065
Standard
Consumables
Consumables NextSeq
500/550
20024912 -- TG NSQ 500/550 Hi
Output v2.5 (150
CYS)
Provides kitted reagents for
150 cycles of sequencing, plus
dual- indexing support on a
High Output run (up to 400M
1
3635
9
Material
Class Type
Material Class L02
Product
Category
Desc
Material
#
Catalog
#
Product Name Product Description Qty List
Price
in USD
reads). Includes: High Output
Reagent Cartridge (150 cycles),
High Output Flow Cell
Cartridge, and Buffer Cartridge.
Standard
Consumables
Consumables NextSeq
500/550
20024907 -- NSQ 500/550 Hi
Output KT v2.5 (150
CYS)
Provides kitted reagents for
150 cycles of sequencing, plus
dual- indexing support on a
High Output run (up to 400M
reads). Includes: High Output
Reagent Cartridge (150 cycles),
High Output Flow Cell
Cartridge, and Buffer Cartridge.
1
3160
Standard
Consumables
Consumables
NextSeq
500/550
20024910
--
TG NSQ 500/550
Mid Output v2.5
(300 CYS)
Provides kitted reagents for
300 cycles of sequencing, plus
dual- indexing support on a Mid
Output run (up to 130M reads).
Includes: Mid Output Reagent
Cartridge (300 cycles), Mid
Output Flow Cell Cartridge, and
Buffer Cartridge.
1
2230
Standard
Consumables
Consumables NextSeq
500/550
20028870 -- NextSeq 550Dx HO
Rgt Kit v2.5 (75 cyc)
NextSeq 550Dx High Output
Reagent Kit v2.5 (75 Cycles) is a
set of reagents and
consumables intended for
sequencing of sample libraries
when used with validated
assays. The kit is intended for
use with the NextSeq 550Dx
instrument and analytical
software.
1
2195
10
Material
Class Type
Material Class L02
Product
Category
Desc
Material
#
Catalog
#
Product Name Product Description Qty List
Price
in USD
Standard
Consumables
Consumables NextSeq
500/550
20024905 -- NSQ 500/550 Mid
Output KT v2.5 (300
CYS)
Provides kitted reagents for
300 cycles of sequencing, plus
dual- indexing support on a Mid
Output run (up to 130M reads).
Includes: Mid Output Reagent
Cartridge (300 cycles), Mid
Output Flow Cell Cartridge, and
Buffer Cartridge.
1
1940
Standard
Consumables
Consumables NextSeq
500/550
20024911 -- TG NSQ 500/550 Hi
Output v2.5 (75 CYS)
Provides kitted reagents for 75
cycles of sequencing, plus dual-
indexing support on a High
Output run (up to 400M reads).
Includes: High Output Reagent
Cartridge (75 cycles), High
Output Flow Cell Cartridge, and
Buffer Cartridge.
1
1895
Standard
Consumables
Consumables NextSeq
500/550
20024906 -- NSQ 500/550 Hi
Output KT v2.5 (75
CYS)
Provides kitted reagents for 75
cycles of sequencing, plus dual-
indexing support on a High
Output run (up to 400M reads).
Includes: High Output Reagent
Cartridge (75 cycles), High
Output Flow Cell Cartridge, and
Buffer Cartridge.
1
1650
Standard
Consumables
Consumables NextSeq
500/550
20024909 -- TG NSQ 500/550
Mid Output v2.5
(150 CYS)
Provides kitted reagents for
150 cycles of sequencing, plus
dual- indexing support on a Mid
Output run (up to 130M reads).
Includes: Mid Output Reagent
Cartridge (150 cycles), Mid
1
1385
11
Material
Class Type
Material Class L02
Product
Category
Desc
Material
#
Catalog
#
Product Name Product Description Qty List
Price
in USD
Output Flow Cell Cartridge, and
Buffer Cartridge.
Standard
Consumables
Consumables
NextSeq
500/550
20024904
--
NSQ 500/550 Mid
Output KT v2.5 (150
CYS)
Provides kitted reagents for
150 cycles of sequencing, plus
dual- indexing support on a Mid
Output run (up to 130M reads).
Includes: Mid Output Reagent
Cartridge (150 cycles), Mid
Output Flow Cell Cartridge, and
Buffer Cartridge.
1
1205
Standard
Consumables
Consumables NextSeq
1000/2000
20040561 -- NextSeq™ 2000 P3
Reagents (300
Cycles)
Provides kitted reagents for
300 cycles of sequencing, plus
dual- indexing support (up to
1.1B single reads). Includes:
NextSeq 2000 Reagent
Cartridge (300 cycles), NextSeq
2000 P3 Flow Cell, and RSB with
Tween 20.
1
6000
Standard
Consumables
Consumables NextSeq
1000/2000
20040560 -- NextSeq™ 2000 P3
Reagents (200
Cycles)
Provides kitted reagents for
200 cycles of sequencing, plus
dual- indexing support (up to
1.1B single reads). Includes:
NextSeq 2000 Reagent
Cartridge (200 cycles), NextSeq
2000 P3 Flow Cell, and RSB with
Tween 20.
1
4500
12
Material
Class Type
Material Class L02
Product
Category
Desc
Material
#
Catalog
#
Product Name Product Description Qty List
Price
in USD
Standard
Consumables
Consumables NextSeq
1000/2000
20046813 -- NextSeq™1000/2000
P2 Reagents (300
Cycles)
Provides kitted reagents for
300 cycles of sequencing, plus
dual- indexing support (up to
400M single reads). Includes:
NextSeq 1000/2000 Reagent
Cartridge (300 cycles), NextSeq
1000/2000 P2 Flow Cell, and
RSB with Tween 20.
1
3540
Standard
Consumables
Consumables NextSeq
1000/2000
20040559 -- NextSeq™ 2000 P3
Reagents (100
Cycles)
Provides kitted reagents for
100 cycles of sequencing, plus
dual- indexing support (up to
1.1B single reads). Includes:
NextSeq 2000 Reagent
Cartridge (100 cycles), NextSeq
2000 P3 Flow Cell, and RSB with
Tween 20.
1
3250
Standard
Consumables
Consumables NextSeq
1000/2000
20046116 -- NextSeq™
1000/2000 Index
Primer Kit
Reagents to utilize custom
index primers with the NextSeq
1000/2000 cartridge. This kit is
sufficient for 10 custom index
primer uses.
1
2775
Standard
Consumables
Consumables NextSeq
1000/2000
20046117 -- NextSeq™
1000/2000 Read
Primer Kit
Reagents to utilize custom read
primers with the NextSeq
1000/2000 cartridge. This kit is
sufficient for 10 custom read
primer uses.
1
2750
Standard
Consumables
Consumables NextSeq
1000/2000
20046812 -- NextSeq™1000/2000
P2 Reagents (200
Cycles)
Provides kitted reagents for
200 cycles of sequencing, plus
dual- indexing support (up to
400M single reads). Includes:
1
2670
13
Material
Class Type
Material Class L02
Product
Category
Desc
Material
#
Catalog
#
Product Name Product Description Qty List
Price
in USD
NextSeq 1000/2000 Reagent
Cartridge (200 cycles), NextSeq
1000/2000 P2 Flow Cell, and
RSB with Tween 20.
Standard
Consumables
Consumables NextSeq
1000/2000
20046810 -- NextSeq™ 2000 P3
Reagents (50 Cycles)
Provides kitted reagents for 50
cycles of sequencing, plus dual-
indexing support (up to 1.1B
single reads). Includes: NextSeq
2000 Reagent Cartridge (50
cycles), NextSeq 2000 P3 Flow
Cell, and RSB with Tween 20.
1
2250
Standard
Consumables
Consumables NextSeq
1000/2000
20046811 -- NextSeq™1000/2000
P2 Reagents (100
Cycles)
Provides kitted reagents for
100 cycles of sequencing, plus
dual- indexing support (up to
400M single reads). Includes:
NextSeq 1000/2000 Reagent
Cartridge (100 cycles), NextSeq
1000/2000 P2 Flow Cell, and
RSB with Tween 20.
1
1420
Standard
Consumables
Consumables NextSeq
1000/2000
20046115 -- NextSeq™
1000/2000 Read &
Index Primers
Reagents to utilize custom read
and index primers with the
NextSeq 1000/2000 cartridge.
This kit is sufficient for 1
custom read primer and 1
custom index primer use.
1
600
Exhibit B – IVD Test Kit Agreement Terms
In connection with Illumina Inc.’s proposed acquisition of GRAIL, Inc. (the “Transaction”), Illumina is offering to [COMPANY] the
following terms. [COMPANY] may select from the terms below for any of three types of IVD Test Kit Agreements: An “All Platforms” Agreement
described in the leftmost column, a “NextSeq” Agreement described in the middle column, or a “NovaSeq” Agreement, described in the
rightmost column. [COMPANY] is referred to as “Customer” in Exhibit B. Any IVD Test Kit Agreement under the terms offered in this Exhibit B
shall not be effective unless and until the Transaction closes, regardless of the date of signing.
Platform All Platforms NextSeq NovaSeq
Objectives and
Applicable
Instruments
• The parties would enter into an
IVD Test Kit Agreement (the
“Agreement”) to enable Customer
to develop and commercialize
distributable in-vitro diagnostic
(IVD) test kits (“IVD Test Kits”) for
use on Illumina’s NextSeq 550Dx
and future Illumina regulatory-
approved Dx sequencing
platforms, including the expected
NovaSeqDx (“IVD Hardware”).
• Illumina does not guarantee that
NovaSeqDx or any future
platforms will receive regulatory
approval in any jurisdiction.
2
• The parties would enter into an
IVD Test Kit Agreement (the
“Agreement”) to enable Customer
to develop and commercialize
distributable in-vitro diagnostic
(IVD) test kits (“IVD Test Kits”) for
use on Illumina’s NextSeq 550Dx
sequencing platform (the
“NextSeqDx”).
• The parties would enter into an
IVD Test Kit Agreement (the
“Agreement”) to enable Customer
to develop and commercialize
distributable in-vitro diagnostic
(IVD) test kits (“IVD Test Kits”) for
use on an Illumina platform for
diagnostic purposes that is
currently under development that
is similar to the NovaSeq (the
“NovaSeqDx”).
• Illumina does not guarantee that
NovaSeqDx will receive regulatory
approval in any jurisdiction.
3
Number of IVD
Test Kits
• Unlimited • Up to three (3) • Up to three (3)
Territory • Worldwide, in jurisdictions where the applicable IVD Hardware has regulatory approval.
2
Illumina does not guarantee that the NovaSeqDx or any future platforms will be listed pursuant to applicable regulations in any
jurisdiction.
2
Platform All Platforms NextSeq NovaSeq
Term • Term of Agreement (during which
time Customer could sell IVD Test
Kits) would be 15 years from the
date the Transaction closes.
Customer could enter into new
IVD Plans for IVD Test Kit
development during the first 10
years (the “Development Term”).
• Continued Commercialization:
After expiration of the Term,
Customer may continue
commercializing IVD Test Kits that
were launched before expiration
of the Term for so long as Illumina
is still commercializing the
applicable Sequencing
Consumables and servicing and
supporting the applicable IVD
Hardware in the applicable
Territory.
• 10 years from the date the
Transaction closes.
• Continued Commercialization:
After the expiration of the Term,
Customer may continue
commercializing IVD Test Kits that
were launched before the
expiration of the Term for so long
as Illumina is still commercializing
the applicable Sequencing
Consumables and servicing and
supporting the NextSeqDx in the
applicable Territory.
• 10 years from the later of (i) the
date the Transaction closes or (ii)
the date NovaSeqDx is listed with
FDA in the U.S. pursuant to
applicable law.
• Continued Commercialization:
After the expiration of the Term,
Customer may continue
commercializing IVD Test Kits that
were launched before the
expiration of the Term for so long
as Illumina is still commercializing
the applicable Sequencing
Consumables and servicing and
supporting the NovaSeqDx in the
applicable Territory.
Financial
Considerations
• Tech Access Fee: $25M, paid one-
time only, upon execution of the
Agreement. Customer would
receive a credit for any Tech
Access Fees previously paid to
Illumina under a NextSeqDx or
NovaSeqDx-only IVD Kit
Agreement.
• Development Milestone
Payments: NextSeqDx $1M per
IVD Test Kit; NovaSeqDx $5M per
• Tech Access Fee: $3M, paid one-
time only, upon execution of the
Agreement.
• Development Milestone
Payments: $1M per IVD Test Kit,
50% upon acceptance of the LRM
Software Module and 50% upon
first regulatory Approval of the
IVD Test Kit.
• Revenue Share: 6% of net sales
(gross sales less customary
• Tech Access Fee: $15M, paid one-
time only, upon execution of the
Agreement.
• Development Milestone
Payments: $5M per IVD Test Kit,
50% upon acceptance of the LRM
Software Module and 50% upon
first regulatory Approval of the
IVD Test Kit.
• Revenue Share: 6% of net sales
(gross sales less customary
3
Platform All Platforms NextSeq NovaSeq
IVD Test Kit; future platforms
dependent on throughput. After 5
IVD Test Kits on one platform,
milestones reduce by 50% for
additional IVD Test Kits on that
platform.
50% upon acceptance of the LRM
Software Module and 50% upon
first regulatory Approval of the
IVD Test Kit.
• Revenue Share: 6% of net sales
(gross sales less customary
deductions) of the IVD Test Kits,
payable quarterly.
deductions) of the IVD Test Kits,
payable quarterly.
deductions) of the IVD Test Kits,
payable quarterly.
Governance for
All Platforms
Agreement
• A Joint Steering Committee (“JSC”)
composed of an equal number of
representatives from each party
would oversee the collaboration.
• N/A • N/A
Additional End-
User Technical
Support for All
Platforms
Agreement
• The parties would enter into one
or more IVD Support Schedule(s)
that would specify:
• cross-training activities to
facilitate customer
support
• a customer triage
mechanism, including
turnaround time
requirements and an
Information Transfer Form
to facilitate customer
hand-offs
• N/A • N/A
4
Platform All Platforms NextSeq NovaSeq
• timing and mechanism for
review of customer
support cases and
quality/safety metrics
• escalation procedures and
adverse event reporting
mechanisms
• mechanism for discussing
potential cross-product
replacement processes
Additional
Commercial
Support for All
Platforms
Agreement
• Upon Customer’s request, the
parties would establish a joint
commercialization committee
(JCC) to discuss potential
opportunities to collaborate
commercially, including co-
marketing and co-promotion
opportunities, commercialization
cross-training opportunities, lead
generation joint campaigns, etc.
• Illumina would provide marketing
materials concerning the IVD
Hardware and Sequencing
Consumables for Customer’s use
in commercializing the IVD Test
Kits.
• Customer would have the right to
reference the name and catalogue
number of the IVD Hardware and
Sequencing Consumables used in
an IVD System in marketing
materials for the IVD Test Kit and
• N/A • N/A
5
Platform All Platforms NextSeq NovaSeq
to reference the Illumina-provided
information concerning the
Illumina sales organization or
channel partner responsible for
selling the IVD Hardware and
Sequencing Consumables for a
given country.
• On a semi-annual basis Illumina
would share the following
information concerning Illumina’s
IVD Hardware install base to
support Customer’s
commercialization of IVD Test Kits:
• Total IVD Hardware
instrument placements by
Illumina in the Territory by
region and by country
• Total IVD Hardware
instrument placements by
Illumina, sorted by
Illumina-designated
customer segment (e.g.,
academic medical center
labs, IDN/regional hospital
labs, community hospital
labs, etc.)
• Total number of Customer
sites who have purchased
IVD Hardware from
Illumina by customer
segment
6
Platform All Platforms NextSeq NovaSeq
• The Agreement would contain a
mechanism for agreeing upon
Commercial Plans for support of
IVD Test Kit commercialization,
including:
• jurisdiction-specific
commercialization
planning, including
connecting responsible
Customer representatives
and Illumina affiliates and
channel partners who
would operate in a
particular jurisdiction
• assistance with enabling
third-party laboratories to
perform pre-launch
verification studies to
ensure commercial
readiness of the IVD Test
Kit
• mechanisms for providing
assistance and
documentation with
respect to requests for
public tender offers
marketing materials
Illumina would provide
concerning the IVD
Hardware and Sequencing
Consumables for
Customer’s use in
7
Platform All Platforms NextSeq NovaSeq
commercializing the IVD
Test Kits
Field • Field: Oncology, including risk assessment, screening, diagnosis, staging, prognosis, monitoring, and treatment
selection.
• Exclusion: Whole genome sequencing (“WGS”), meaning an assay that sequences all or substantially all of the
genome to a depth greater than 10x and reports information concerning nucleotide base calls or variants in
nucleotide sequence, structure, or copy number; provided, however, that WGS does not include any such assay that
reports only genome-wide signals such as (a) DNA fragmentation patterns or (b) nucleotide base modification such as
methylations.
• For clarity, the field would not include forensic testing, non-invasive prenatal testing, pre-implantation genetic
screening of embryos or pre-implantation genetic diagnosis of embryos, or human leukocyte antigen testing in
connection with transplantation.
Exclusivity • Non-exclusive
IVD Systems
and IVD Test Kits
• Each IVD system (“IVD System”) would consist of, for the applicable agreement:
• the IVD Hardware/the NextSeqDx/the NovaSeqDx
• the associated core sequencing consumables used in the sequencing process (“Sequencing Consumables”)
• an LRM software module (or software having similar functionality for use with NovaSeqDx or other future
IVD Hardware) developed by Illumina to run the IVD Test Kit on the applicable IVD Hardware/the
NextSeqDx/the NovaSeqDx (the “LRM Software Module”)
• the IVD Test Kit
• The IVD Test Kits would contain all reagents needed for the workflow (other than Sequencing Consumables) and
Customer’s analysis software.
• Customer would supply the IVD Test Kits and LRM Software Modules to end-users.
• Illumina would supply the Sequencing Consumables and IVD Hardware/NextSeqDx/NovaSeqDx to end-users.
• Each party would be responsible for development (other than Illumina developing the LRM Software Modules for
Customer), regulatory approval, quality control, and commercialization of their products.
IVD Plans • Each IVD Test Kit, and the parties’ specific development obligations and timelines with respect to each IVD Test Kit,
would be described in a development plan to be negotiated in good faith (each, an “IVD Plan”).
8
Platform All Platforms NextSeq NovaSeq
• Customer would propose potential IVD Plans. Illumina may not unreasonably reject any proposed IVD Plan.
• It would be deemed reasonable for Illumina to reject any proposed IVD Plan that: (a) is reasonably likely to cause
Illumina or its Affiliate not to comply with Law, or result in a breach of any agreement or other arrangement to which
Illumina or its Affiliate is a party; (b) would result in an IVD Test Kit that is reasonably likely to be used in a manner
that is contrary to ethical guidelines promulgated by established national and international ethical bodies; (c) is
reasonably likely to require Illumina to engage in any development activities after expiration of the Development
Term (in the case of the all-platforms Agreement) or the Term (in the case of the NextSeqDx or NovaSeqDx
Agreement); (d) is not technologically feasible or would require IVD Hardware/NextSeqDx/NovaSeqDx or Sequencing
Consumables to be used in a manner outside standard, published, specifications or Illumina’s standard terms and
conditions of sale; (e) is reasonably likely to result in an IVD Test Kit that violates or infringes upon the IP of a third
party; or (f) requires Illumina to perform activities not specified in this Exhibit B or the Agreement.
Customer
Responsibilities
Development
• Develop and obtain regulatory approval for the IVD Test Kits (including all related testing, studies, and regulatory
submissions). IVD Hardware/NextSeqDx/NovaSeqDx instruments and Sequencing Consumables required for
development would be purchased from Illumina under the terms and conditions specified in the Supply Agreement.
Customer may enter into the Supply Agreement provided in Exhibit A to the Open Offer during the Open Offer
Period.
• Validate and obtain regulatory approval for the LRM Software Modules (including all related testing, studies, and
regulatory submissions, other than the LRM Software Module verification done by Illumina).
Commercialization
• Manufacture and sell the IVD Test Kits and distribute the LRM Software Modules to end-users.
• Maintain reasonable quality systems, consistent with industry standards and applicable legal requirements.
• Provide reasonable product support and technical support, consistent with industry standards, for the IVD Test Kits
and LRM Software Modules.
• Refer to Illumina all support inquiries which Customer has reasonably determined to be caused by the IVD Hardware
or Sequencing Consumables.
Illumina
Responsibilities
Development Development Development
9
Platform All Platforms NextSeq NovaSeq
• Develop and verify the LRM
Software Modules for the IVD Test
Kits.
• Supply Customer the IVD
Hardware and Sequencing
Consumables needed for
development and testing of the
IVD Test Kits.
• Provide reasonable consultation in
connection with Customer
seeking, obtaining, and
maintaining regulatory approvals
for each IVD Test Kit and LRM
Software Module.
• Provide reasonable consultation
with respect to performance
optimization of IVD Test Kits with
the IVD Hardware and Sequencing
Consumables (which consultation
would not involve technical
development or testing).
• Once per calendar year during the
Development Term, the Illumina
JSC members would provide the
Partner JSC members with a
general, high-level, presentation
concerning Illumina’s in vitro
diagnostic sequencing instrument
pipeline, including a general
description of instruments for
which Illumina intends to seek
• Develop and verify the LRM
Software Modules for the IVD Test
Kits.
• Supply Customer the NextSeqDx
and Sequencing Consumables
needed for development and
testing of the IVD Test Kits.
• Provide reasonable consultation in
connection with Customer
seeking, obtaining, and
maintaining regulatory approvals
for each IVD Test Kit and LRM
Software Module.
• Provide reasonable consultation
with respect to performance
optimization of IVD Test Kits with
the NextSeqDx and Sequencing
Consumables (which consultation
would not involve technical
development or testing).
• Illumina would not be required to
obtain any regulatory approvals
for the NextSeqDx or Sequencing
Consumables or to otherwise
expand or modify any regulatory
approval for Sequencing
Consumables or IVD Hardware
(including any expanded sample
type claim or additional regulatory
approval in any jurisdiction(s)).
Commercialization
• Develop and verify the LRM
Software Modules for the IVD Test
Kits.
• Supply Customer the NovaSeqDx
and Sequencing Consumables
needed for development and
testing of the IVD Test Kits.
• Provide reasonable consultation
in connection with Customer
seeking, obtaining, and
maintaining regulatory approvals
for each IVD Test Kit and LRM
Software Module.
• Provide reasonable consultation
with respect to performance
optimization of IVD Test Kits with
the NovaSeqDx and Sequencing
Consumables (which consultation
would not involve technical
development or testing).
• Illumina would not be required to
obtain any regulatory approvals
for the NovaSeqDx or Sequencing
Consumables or to otherwise
expand or modify any regulatory
approval for Sequencing
Consumables or IVD Hardware
(including any expanded sample
type claim or additional regulatory
approval in any jurisdiction(s)).
Commercialization
10
Platform All Platforms NextSeq NovaSeq
Regulatory Approval during the
following calendar year.
• Illumina would not be required to
obtain any regulatory approvals
for the IVD Hardware or
Sequencing Consumables or to
otherwise expand or modify any
regulatory approval for
Sequencing Consumables or IVD
Hardware (including any expanded
sample type claim or additional
regulatory approval in any
jurisdiction(s)).
Commercialization
• Sell the IVD Hardware and
Sequencing Consumables to end-
users throughout the Change
Period and use commercially
reasonable efforts to sell
Sequencing Consumables for an
additional 5 years after the
Change Period.
• Provide product support and
technical support to end-users for
the IVD Hardware and Sequencing
Consumables.
• Refer to Customer all support
inquiries which Illumina has
reasonably determined to be
caused by an IVD Test Kit or LRM
Software Module.
• Sell the NextSeqDx and
Sequencing Consumables to end-
users throughout the Change
Period and use commercially
reasonable efforts to sell
Sequencing Consumables for an
additional 5 years after the
Change Period.
• Provide product support and
technical support to end-users for
the NextSeqDx and Sequencing
Consumables.
• Refer to Customer all support
inquiries which Illumina has
reasonably determined to be
caused by an IVD Test Kit or LRM
Software Module.
• Provide second-tier product and
technical support for the LRM
Software Modules to Customer.
• Provide Customer with the right
to engage in quality audits to the
extent required by applicable law
and regulatory requirements.
• Use commercially reasonable
efforts to maintain existing
regulatory approvals for the
NextSeqDx and related
Sequencing Consumables
throughout the Change Period
and for five years thereafter.
• Sell the NovaSeqDx and
Sequencing Consumables to end-
users throughout the Change
Period and use commercially
reasonable efforts to sell
Sequencing Consumables for an
additional 5 years after the
Change Period.
• Provide product support and
technical support to end-users for
the NovaSeqDx and Sequencing
Consumables.
• Refer to Customer all support
inquiries which Illumina has
reasonably determined to be
caused by an IVD Test Kit or LRM
Software Module.
• Provide second-tier product and
technical support for the LRM
Software Modules to Customer.
• Provide Customer with the right
to engage in quality audits to the
extent required by applicable law
and regulatory requirements.
• Use commercially reasonable
efforts to maintain regulatory
approvals (once obtained) for the
NovaSeqDx and related
Sequencing Consumables
throughout the Change Period
and for five years thereafter.
11
Platform All Platforms NextSeq NovaSeq
• Provide second-tier product and
technical support for the LRM
Software Modules to Customer.
• Provide Customer with the right to
engage in quality audits to the
extent required by applicable law
and regulatory requirements.
• Use commercially reasonable
efforts to maintain existing and
new regulatory approvals (once
obtained) for the IVD Hardware
and related Sequencing
Consumables throughout the
Change Period and for five years
thereafter.
• During the Change Period for each
IVD Hardware, Illumina would (a)
provide at least 6 months’ notice
for major, planned changes to the
platform (IVD Hardware,
Sequencing Consumables, or LRM
Software Modules) and (b) notify
Customer as soon as reasonably
practicable of any major,
unplanned changes to IVD
Hardware, Sequencing
Consumables, or LRM Software
Modules. A major change is a
change that Illumina reasonably
expects to require Customer to
make a filing or submission to any
regulatory authority in connection
During the Change Period, Illumina
would (a) provide at least 6 months’
notice for major, planned changes to
the platform (NextSeqDx, Sequencing
Consumables, or LRM Software
Modules) and (b) notify Customer as
soon as reasonably practicable of any
major, unplanned changes to the
NextSeqDx, Sequencing Consumables,
or LRM Software Modules. A major
change is a change that Illumina
reasonably expects to require
Customer to make a filing or
submission to any regulatory
authority in connection with obtaining
or maintaining regulatory approval for
an IVD Test Kit.
During the Change Period, Illumina
would (a) provide at least 6 months’
notice for major, planned changes to
the platform (NovaSeqDx, Sequencing
Consumables, or LRM Software
Modules) and (b) notify Customer as
soon as reasonably practicable of any
major, unplanned changes to the
NovaSeqDx, Sequencing Consumables,
or LRM Software Modules. A major
change is a change that Illumina
reasonably expects to require
Customer to make a filing or
submission to any regulatory
authority in connection with obtaining
or maintaining regulatory approval for
an IVD Test Kit.
12
Platform All Platforms NextSeq NovaSeq
with obtaining or maintaining
regulatory approval for an IVD
Test Kit.
• Following a notice under (a) or (b)
above, upon Customer’s
reasonable request, Illumina
would discuss with Customer the
steps necessary to transition to
modified or successor
instruments, core consumables, or
LRM software modules, if any, and
Illumina would use commercially
reasonable efforts to assist
Customer with such transition.
Change Period • The “Change Period” for the NextSeqDx and its related Sequencing Consumables and LRM Software Modules would
end no earlier than ten years from the date the Transaction closes.
• For the NovaSeqDx and any other future IVD Hardware and their related Sequencing Consumables and LRM Software
Modules, the Change Period would end no earlier than ten years from the date the Transaction closes. Illumina
would ensure that all customers with IVD development agreements have the same Change Period for the applicable
IVD Hardware, including any extensions to the Change Period Illumina may make from time to time.
Rights Grants • Illumina would grant Customer, by exhaustion, the right under Illumina core sequencing IP (but not any application-
specific IP) to use the IVD Hardware and Sequencing Consumables purchased from Illumina under the Agreement to
develop the IVD Test Kits.
• Illumina would grant Customer a right to refer to the device listing for the IVD Hardware and Sequencing
Consumables in support of seeking Regulatory Approval for the IVD Test Kits and to incorporate the information
contained in the device listings into the submissions for the IVD Test Kits and LRM Software Modules by reference.
• Illumina would grant a non-exclusive license to enable Customer to distribute the LRM Software Modules in
executable object code to end-users. Customer would not receive access to the source code.
13
Platform All Platforms NextSeq NovaSeq
Sublicensing and
Assignment
• All rights and licenses granted to Customer would be personal, non-sublicensable, and non-transferable. The IVD
Test Kits could be commercialized only under a Customer-owned brand and not as a private label or “white label” for
any person other than Customer or under any original equipment manufacturer (OEM) arrangement. Customer
would not have the right to assign or transfer the Agreement or any rights or obligations under the Agreement
without the prior written consent of Illumina (which restriction would not apply to acquisitions of Customer where
the Customer entity that is party to the Agreement does not change).
Change of
Control
• If Customer undergoes a Change of Control, Customer would notify Illumina within 5 business days.
• Under any Change of Control, Customer would pay Illumina a $2M change of control fee.
Press Release • Any press release announcing the Agreement would be reviewed and approved by both parties.
GRAIL Firewall • Illumina shall establish a firewall designed to prevent any GRAIL personnel (and any Illumina personnel carrying out
activities with respect to the GRAIL business or products) from accessing any Confidential Information obtained by or
made available to Illumina relating to Customer or its business or products, whether pursuant to this Supply
Agreement or otherwise.
Arbitration
• If any dispute arises from or relates to an Agreement as to the terms set forth above, other than claims involving
infringement, validity, or enforceability of intellectual property rights (whether Illumina’s or Customer’s), or about
the scope of intellectual property rights in an Agreement, the Parties shall submit the dispute to confidential binding
arbitration.
Additional
Provisions
• This document contains a high-level summary of certain terms of the Agreement. Additional standard provisions,
such as confidentiality, compliance requirements, representations and warranties, indemnification, termination
rights, revenue share reporting and audit rights, limitations on liability, force majeure, etc. would be included in the
Agreement.
Choice of Law
• This IVD Test Kit Agreement shall be governed by, and construed in accordance with, the laws of the State of New
York, without giving effect to the conflicts-of-law principles thereof.
