Common use of Payment and Reports Clause in Contracts

Payment and Reports. (a) Not later than forty five (45) calendar days after the last day of each calendar quarter, Sequenom and Illumina each shall provide the other with a written Test Fee and Royalty Report (each a “Test Fee and Royalty Report”), detailing separately for Japan and the rest of the world other than Japan (i) the names of all Third Party Authorized Labs for which that Party is obligated to collect Test Fees, (ii) the degree of compliance by each such Third Party Authorized Lab with its payment obligations under the applicable agreement therewith, (iii) the aggregate number of Licensed NIPT LDT Tests performed by all such Authorized Labs, including by Sequenom Parties and Illumina Parties, during that period, including the number of Licensed NIPT LDT Tests that are subject to the additional $[…***…] added to the Test Fee and that are subject to a Test Fee in an amount equal to percentage of Net LDT Sales, (iv) the aggregate amount of Test Fees collected by such Party during that period, including for its own Licensed NIPT LDT Test and those of its applicable Affiliates, (v) the amount of the Test Fees collected by the reporting Party that is owed to the other Party during that period based on the sharing obligations set forth in Section 3.2(d) (Sharing of Test Fees), (vi) in the case of Illumina, the aggregate Net IVD Sales and the Royalties owed to Sequenom based on the Net IVD Sales, and the corresponding net sales and Royalties owed to Sequenom based on sales of NIPT Components as provided for in Section 3.3(g)(iii)(B) above, (vii) all other consideration received by such Party during that period that is subject to sharing hereunder and the amount thereof owing to the other Party hereunder, (viii) in the case of Illumina, all amounts paid by Illumina to CUHK during such period pursuant to the CUHK Licenses (including all amounts paid or payable to CUHK after termination of such CUHK Licenses, pursuant to the terms of any such CUHK License), including as set forth in this Agreement in Section 3.2(d)(ii) and 3.3(e), (ix) a reasonably detailed report on any anomalous activity during the period, such as a Third Party’s licensee’s refusal to pay an owed amount or any other material exception to the expected performance by such Authorized Lab in relation to this Agreement, (x) the aggregate Net LDT Sales, and the number of tests upon which Net LDT Sales is based, by such Party or its Affiliates or (sub)licensees under any Pooled Patent, as applicable, (xi) the Patent Cost incurred by that Party, (xii) in the case of Illumina, all amounts creditable in accordance with Section 3.1, and (xiii) based on the foregoing (i) through (xii), the net amount owed to the other Party for that period before taking into consideration the other Party’s Test Fee and Royalty Report for the same period. Each Party shall provide its quarterly Test Fee and Royalty Report in a Microsoft excel-compatible spreadsheet (electronic and hard copy), or in another mutually acceptable spreadsheet format. In the event that a University Licensor of Illumina under any Pooled Patent requires in its University License additional reporting relating to sales of NIPT LDT Tests, which reporting is not set forth in this Agreement, upon Illumina’s request therefor, Sequenom shall include in its Test Fee and Royalty Report such additional reporting. (b) Not later than sixty (60) calendar days after the last day of each calendar quarter, or thirty (30) days after a Party receives the applicable Test Fee and Royalty Report from the other Party for such calendar quarter, whichever is later, (i) each Party shall reconcile the amount subject to sharing hereunder that is owed to the other Party under the Test Fee and Royalty Reports provided for such calendar quarter, after application of all offsets and credits permitted under this Agreement, including under Sections 3.1, 3.2(d)(ii), 3.3(e) and 3.4(b) and Patent Costs, and (ii)(A) if such reconciliation shows that Illumina owes to Sequenom a net aggregate amount of consideration subject to sharing hereunder for such calendar quarter, then Illumina shall pay such net aggregate amount to Sequenom, and (B) if such reconciliation shows that Sequenom owes to Illumina a net aggregate amount of consideration subject to sharing hereunder or subject to reimbursement hereunder for such calendar quarter, then Sequenom shall pay such net aggregate amount to Illumina. Making or accepting a payment made under this Section 3.4(b) shall not constitute an admission by a Party or conclusive evidence of the correctness of any amount so paid or accepted.

Payment and Reports. (a) Not later than forty five (45) calendar days after ITUNES shall remit payment to COMPANY for the last day sale of each calendar quarter, Sequenom and Illumina each shall provide eMasters in accordance with the other with a written Test Fee and Royalty Report (each a “Test Fee and Royalty Report”), detailing separately for Japan and the rest of the world other than Japan following: (i) the names “sale” of all Third Party Authorized Labs for which that Party each eMaster shall occur when such eMaster is obligated successfully delivered by ITUNES to collect Test Fees, an end user; (ii) payments shall accrue at the degree of compliance by each time that such Third Party Authorized Lab with its payment obligations under the applicable agreement therewith, eMaster is sold; and (iii) the aggregate number of Licensed NIPT LDT Tests performed by all such Authorized Labsfor each eMaster sold, including by Sequenom Parties and Illumina Parties, during that period, including the number of Licensed NIPT LDT Tests that are subject ITUNES shall pay to the additional $[…***…] added to the Test Fee and that are subject to a Test Fee in COMPANY an amount equal to percentage of Net LDT Sales, (iv) the aggregate amount of Test Fees collected by such Party during that period, including for its own Licensed NIPT LDT Test and those of its applicable Affiliates, (v) the amount of the Test Fees collected by the reporting Party that is owed to the other Party during that period based on the sharing obligations set forth in Section 3.2(d) (Sharing of Test Fees), (vi) in the case of Illumina, the aggregate Net IVD Sales and the Royalties owed to Sequenom based on the Net IVD Sales, and the corresponding net sales and Royalties owed to Sequenom based on sales of NIPT Components as provided for in Section 3.3(g)(iii)(B) above, (vii) all other consideration received by such Party during that period that is subject to sharing hereunder and the amount thereof owing to the other Party hereunder, (viii) in the case of Illumina, all amounts paid by Illumina to CUHK during such period pursuant to the CUHK Licenses (including all amounts paid or payable to CUHK after termination of such CUHK Licenses, pursuant to the terms of any such CUHK License), including as set forth in this Agreement in Section 3.2(d)(ii) and 3.3(e), (ix) a reasonably detailed report on any anomalous activity during the period, such as a Third Party’s licensee’s refusal to pay an owed amount or any other material exception to the expected performance by such Authorized Lab in relation to this Agreement, (x) the aggregate Net LDT Sales, and the number of tests upon which Net LDT Sales is based, by such Party or its Affiliates or (sub)licensees under any Pooled Patent, as applicable, (xi) the Patent Cost incurred by that Party, (xii) in the case of Illumina, all amounts creditable in accordance with Section 3.1, and (xiii) based on the foregoing (i) through (xii), the net amount owed to the other Party for that period before taking into consideration the other Party’s Test Fee and Royalty Report wholesale price for the same period. Each Party shall provide its quarterly Test Fee and Royalty Report in a Microsoft excel-compatible spreadsheet applicable eMaster (electronic and hard copycollectively “eMaster Proceeds”), or in another mutually acceptable spreadsheet format. In the event that a University Licensor of Illumina under any Pooled Patent requires in its University License additional reporting relating to sales of NIPT LDT Tests, which reporting is not set forth in this Agreement, upon Illumina’s request therefor, Sequenom shall include in its Test Fee and Royalty Report such additional reporting. (b) Not later than sixty ITUNES shall pay eMaster Proceeds to COMPANY in the amount set forth in a xxxxxx sales report reflecting all sales of eMasters and corresponding eMaster Proceeds for the particular xxxxxx period (60“Sales Report”) calendar days and in accordance with ITUNES standard business practices after the last day end of each calendar quarterxxxxxx period during the Term; COMPANY xxxxxx shall provide to ITUNES a valid VAT (if applicable) eMaster Proceeds invoice accurately based on such Sales Report for each currency set forth in Exhibit B hereto, or thirty and, for invoices in any currency other than Euros (30) days after e.g. GBP), such invoices shall display a Party receives the applicable Test Fee foreign exchange rate to Euros, provided by ITUNES (which exchange rate is for ITUNES’ accounting purposes only and Royalty Report from the other Party for such calendar quarter, whichever is later, (i) each Party shall reconcile not affect the amount subject of eMaster Proceeds); and ITUNES xxxxxx will send payment in the amount set forth in such VAT (if applicable) eMaster Proceeds invoice within xxxxxx after invoice receipt. ITUNES will make each Sales Report available to sharing hereunder that COMPANY via the proprietary LabelConnect site (free access to which is owed provided by ITUNES to COMPANY during the Term pursuant to applicable terms and conditions) and will notify COMPANY via email when each Sales Report is available. ITUNES may modify the foregoing process in its reasonable discretion upon xxxxxx written notice. For avoidance of doubt, eMaster Proceeds shall constitute COMPANY’s full consideration hereunder. (c) ITUNES may withhold any taxes, duties, charges or levies on payments by ITUNES to COMPANY pursuant to this Agreement as may be required by applicable law, rule or regulation. ITUNES shall remit any such withheld taxes, duties, charges or levies to the other Party under appropriate tax authority. Despite the Test Fee foregoing, provided COMPANY has fully satisfied all requirements to document its eligibility for a lower or zero rate of withholding tax, including, without limitation, providing ITUNES with a valid Certificate of Residency, ITUNES shall withhold based on the lower withholding tax rate, or, if applicable, shall not withhold. (d) Payments made by ITUNES to COMPANY hereunder shall be by electronic funds transfer (“EFT”), and Royalty Reports COMPANY shall be responsible for any of COMPANY’S bank transaction costs or fees arising from such payment. COMPANY shall provide ITUNES with COMPANY’S banking information reasonably necessary to effect payment (on a form to be provided for such calendar quarter, after application of all offsets and credits permitted under this Agreementto COMPANY by ITUNES), including under Sections 3.1but not limited to: *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted provisions. i. Bank Name ii. Account Name iii. Account Number iv. Routing Number v. Royalty Accounting Contact: (Name, 3.2(d)(iiAddress, Email, Fax, Tel.), 3.3(e) and 3.4(b) and Patent Costs, and (ii)(A) if such reconciliation shows that Illumina owes to Sequenom a net aggregate amount of consideration subject to sharing hereunder for such calendar quarter, then Illumina shall pay such net aggregate amount to Sequenom, and (B) if such reconciliation shows that Sequenom owes to Illumina a net aggregate amount of consideration subject to sharing hereunder or subject to reimbursement hereunder for such calendar quarter, then Sequenom shall pay such net aggregate amount to Illumina. Making or accepting a payment made under this Section 3.4(b) shall not constitute an admission by a Party or conclusive evidence of the correctness of any amount so paid or accepted.

Payment and Reports. (a) Not later than forty five (45) calendar days after ITUNES shall remit payment to COMPANY for the last day sale of each calendar quarter, Sequenom and Illumina each shall provide eMasters in accordance with the other with a written Test Fee and Royalty Report (each a “Test Fee and Royalty Report”), detailing separately for Japan and the rest of the world other than Japan following: (i) the names “sale” of all Third Party Authorized Labs for which that Party each eMaster shall occur when such eMaster is obligated successfully delivered by ITUNES to collect Test Fees, an end user; (ii) payments shall accrue at the degree of compliance by each time that such Third Party Authorized Lab with its payment obligations under the applicable agreement therewith, eMaster is sold; and (iii) the aggregate number of Licensed NIPT LDT Tests performed by all such Authorized Labsfor each eMaster sold, including by Sequenom Parties and Illumina Parties, during that period, including the number of Licensed NIPT LDT Tests that are subject ITUNES shall pay to the additional $[…***…] added to the Test Fee and that are subject to a Test Fee in COMPANY an amount equal to percentage of Net LDT Sales, (iv) the aggregate amount of Test Fees collected by such Party during that period, including for its own Licensed NIPT LDT Test and those of its applicable Affiliates, (v) the amount of the Test Fees collected by the reporting Party that is owed to the other Party during that period based on the sharing obligations set forth in Section 3.2(d) (Sharing of Test Fees), (vi) in the case of Illumina, the aggregate Net IVD Sales and the Royalties owed to Sequenom based on the Net IVD Sales, and the corresponding net sales and Royalties owed to Sequenom based on sales of NIPT Components as provided for in Section 3.3(g)(iii)(B) above, (vii) all other consideration received by such Party during that period that is subject to sharing hereunder and the amount thereof owing to the other Party hereunder, (viii) in the case of Illumina, all amounts paid by Illumina to CUHK during such period pursuant to the CUHK Licenses (including all amounts paid or payable to CUHK after termination of such CUHK Licenses, pursuant to the terms of any such CUHK License), including as set forth in this Agreement in Section 3.2(d)(ii) and 3.3(e), (ix) a reasonably detailed report on any anomalous activity during the period, such as a Third Party’s licensee’s refusal to pay an owed amount or any other material exception to the expected performance by such Authorized Lab in relation to this Agreement, (x) the aggregate Net LDT Sales, and the number of tests upon which Net LDT Sales is based, by such Party or its Affiliates or (sub)licensees under any Pooled Patent, as applicable, (xi) the Patent Cost incurred by that Party, (xii) in the case of Illumina, all amounts creditable in accordance with Section 3.1, and (xiii) based on the foregoing (i) through (xii), the net amount owed to the other Party for that period before taking into consideration the other Party’s Test Fee and Royalty Report wholesale price for the same period. Each Party shall provide its quarterly Test Fee and Royalty Report in a Microsoft excel-compatible spreadsheet applicable eMaster (electronic and hard copycollectively “eMaster Proceeds”), or in another mutually acceptable spreadsheet format. In the event that a University Licensor of Illumina under any Pooled Patent requires in its University License additional reporting relating to sales of NIPT LDT Tests, which reporting is not set forth in this Agreement, upon Illumina’s request therefor, Sequenom shall include in its Test Fee and Royalty Report such additional reporting. (b) Not later than sixty ITUNES shall pay eMaster Proceeds to COMPANY in the amount set forth in a xxxxxx sales report reflecting all sales of eMasters and corresponding eMaster Proceeds for the particular xxxxxx period (60“Sales Report”) calendar days and in accordance with ITUNES standard business practices after the last day end of each calendar quarterxxxxxx period during the Term. ITUNES will make each Sales Report available to COMPANY via the proprietary LabelConnect site (free access to which is provided by ITUNES to COMPANY during the Term pursuant to applicable terms and conditions) and will notify COMPANY via email when each Sales Report is available. ITUNES may modify the foregoing process in its reasonable discretion upon xxxxxx written notice. For avoidance of doubt, or thirty (30) days after a Party receives eMaster Proceeds shall constitute COMPANY’s full consideration hereunder. *** Certain information on this page has been omitted and filed separately with the applicable Test Fee and Royalty Report from the other Party for such calendar quarter, whichever is later, (i) each Party shall reconcile the amount subject to sharing hereunder that is owed Commission. Confidential treatment has been requested with respect to the other Party under omitted provisions. (c) ITUNES may withhold any taxes, duties, charges or levies on payments by ITUNES to COMPANY pursuant to this Agreement as may be required by applicable law, rule or regulation. ITUNES shall remit any such withheld taxes, duties, charges or levies to the Test Fee appropriate tax authority. Despite the foregoing, provided COMPANY has fully satisfied all requirements to document its eligibility for a lower or zero rate of withholding tax, including, without limitation, providing ITUNES with a valid Certificate of Residency, ITUNES shall withhold based on the lower withholding tax rate, or, if applicable, shall not withhold. (d) Payments made by ITUNES to COMPANY hereunder shall be by electronic funds transfer (“EFT”), and Royalty Reports COMPANY shall be responsible for any of COMPANY’S bank transaction costs or fees arising from such payment. COMPANY shall provide ITUNES with COMPANY’S banking information reasonably necessary to effect payment (on a form to be provided for such calendar quarter, after application of all offsets and credits permitted under this Agreementto COMPANY by ITUNES), including under Sections 3.1but not limited to: i. Bank Name ii. Account Name iii. Account Number iv. Routing Number v. Royalty Accounting Contact: (Name, 3.2(d)(iiAddress, Email, Fax, Tel.), 3.3(e) and 3.4(b) and Patent Costs, and (ii)(A) if such reconciliation shows that Illumina owes to Sequenom a net aggregate amount of consideration subject to sharing hereunder for such calendar quarter, then Illumina shall pay such net aggregate amount to Sequenom, and (B) if such reconciliation shows that Sequenom owes to Illumina a net aggregate amount of consideration subject to sharing hereunder or subject to reimbursement hereunder for such calendar quarter, then Sequenom shall pay such net aggregate amount to Illumina. Making or accepting a payment made under this Section 3.4(b) shall not constitute an admission by a Party or conclusive evidence of the correctness of any amount so paid or accepted.

Payment and Reports. (a) Not later than forty five (45) calendar days after the last day of each calendar quarter, Sequenom and Illumina each shall provide the other with a written Test Fee and Royalty Report (each a “Test Fee and Royalty Report”), detailing separately for Japan and the rest A. In consideration of the world other than Japan rights granted by CLARKSON to LICENSEE under this Agreement, LICENSEE will pay CLARKSON the following: A running royalty equal to: (i) the names on all sublicensing fees, payments and royalties ("Fees") received by LICENSEE or its Affiliates with respect to any sublicense of all Third Party Authorized Labs for which that Party is obligated Licensed Subject Matter to collect Test independent third parties equal to five percent (5%) of cumulative Fees, ; (ii) a royalty, on Sales by LICENSEE or its Affiliates of any and all materials whether powder, liquid or solid, consisting of a composition of matter or utilizing in its method of production one or more claims covered by the degree Licensed Subject Matter equal to two percent (2%) of compliance by each Net Sales of such Third Party Authorized Lab with its payment obligations under the applicable agreement therewith, materials; and (iii) a royalty, on Sales by LICENSEE or its Affiliates of any and all devices or components covered by the aggregate number Licensed Subject Matter equal to three percent (3%) of such devices and components. In any sale of an end product by FUSION incorporates Affected Materials or Affected Products, Net Sales of Affected Materials or Affected Products shall be the amount that FUSION would charge to a Third Party for the Affected Materials or Affected Products incorporated into the end product if sold on a stand-alone basis. In any sale of an end product by LICENSEE or its Affiliates incorporates a Licensed Product, the Net Sales shall be the amount that LICENSEE or its Affiliates would charge to a Third Party for the Licensed Product incorporated into the end product if sold on a stand-alone basis. B. In the event that CLARKSON and LICENSEE, upon mutual agreement, amend the license from exclusive to non-exclusive, the royalty rates set herein shall be reduced by 50%. C. During the Term of this Agreement and for one year thereafter, LICENSEE agrees to keep complete and accurate records of its Sales and Net Sales of Licensed NIPT LDT Tests performed by all such Authorized Labs, including by Sequenom Parties and Illumina Parties, during that period, including Products under the number of Licensed NIPT LDT Tests that are subject to the additional $[…***…] added to the Test Fee and that are subject to a Test Fee in an amount equal to percentage of Net LDT Sales, (iv) the aggregate amount of Test Fees collected by such Party during that period, including for its own Licensed NIPT LDT Test and those of its applicable Affiliates, (v) the amount of the Test Fees collected by the reporting Party that is owed to the other Party during that period based on the sharing obligations set forth in Section 3.2(d) (Sharing of Test Fees), (vi) in the case of Illumina, the aggregate Net IVD Sales and the Royalties owed to Sequenom based on the Net IVD Sales, and the corresponding net sales and Royalties owed to Sequenom based on sales of NIPT Components as provided for in Section 3.3(g)(iii)(B) above, (vii) all other consideration received by such Party during that period that is subject to sharing hereunder and the amount thereof owing to the other Party hereunder, (viii) in the case of Illumina, all amounts paid by Illumina to CUHK during such period pursuant to the CUHK Licenses (including all amounts paid or payable to CUHK after termination of such CUHK Licenses, pursuant to the terms of any such CUHK License), including as set forth license granted in this Agreement in Section 3.2(d)(ii) sufficient detail to enable the royalties payable hereunder to be determined. Licensee agrees to permit CLARKSON or its representatives, at CLARKSON's expense, to periodically examine its books, ledgers, and 3.3(e)records during regular business hours for the purpose of and to the extent necessary to verify any report required under this Agreement. If the amounts due to CLARKSON are determined to have been underpaid, (ix) LICENSEE will pay the cost of the examination and accrued interest at the highest allowable rate. D. Bi-annually, beginning immediately after the Effective Date, LICENSEE must deliver to CLARKSON a reasonably detailed report on any anomalous activity true and accurate written report, even if no payments are due CLARKSON, giving the particulars of the business conducted by LICENSEE during the periodpreceding 6 calendar months under this Agreement as are pertinent to calculating payments hereunder. This report will include at least: a. The quantities of Licensed Subject Matter that it has produced; b. The total Sales; c. The calculation of royalties thereon; and d. The total royalties computed and due CLARKSON. Simultaneously with the delivery of each report, such Licensee must pay to CLARKSON the amount, if any, due for the period of each report. E. On or before each anniversary of the Effective Date, irrespective of having a first Sale or offer for Sale, LICENSEE must deliver to CLARKSON a written progress report as a Third Party’s licensee’s refusal to pay an owed amount or any other material exception to LICENSEE's efforts and accomplishments during the expected performance by such Authorized Lab preceding year in relation to this Agreement, (x) the aggregate Net LDT Sales, diligently commercializing Licensed Subject Matter and the number of tests upon which Net LDT Sales is based, by such Party or its Affiliates or (sub)licensees under any Pooled Patent, as applicable, (xi) the Patent Cost incurred by that Party, (xii) in the case of Illumina, all amounts creditable in accordance with Section 3.1, and (xiii) based on the foregoing (i) through (xii), the net amount owed to the other Party for that period before taking into consideration the other Party’s Test Fee and Royalty Report LICENSEE's commercialization plans for the same period. Each Party shall provide its quarterly Test Fee and Royalty Report in a Microsoft excel-compatible spreadsheet (electronic and hard copy), or in another mutually acceptable spreadsheet formatupcoming year. In the event LICENSEE fails to demonstrate that LICENSEE has taken effective steps within three years after a University Licensor patent application is filed to bring the Licensed Subject Matter to the point of Illumina practical application, then CLARKSON shall have the right to grant a non-exclusive or exclusive license to responsible applicants under any Pooled Patent requires in its University License additional reporting relating terms that are reasonable under the circumstances, or require LICENSEE to sales of NIPT LDT Tests, which reporting is not set forth in this Agreement, upon Illumina’s request therefor, Sequenom shall include in its Test Fee and Royalty Report such additional reportingdo so. (b) Not later than sixty (60) calendar days after the last day of each calendar quarterF. All amounts payable here by LICENSEE must be paid in United States funds without deductions for taxes, assessments, fees, or thirty (30) days after a Party receives the applicable Test Fee and Royalty Report from the other Party for such calendar quarter, whichever is later, (i) each Party shall reconcile the amount subject to sharing hereunder that is owed to the other Party under the Test Fee and Royalty Reports provided for such calendar quarter, after application of all offsets and credits permitted under this Agreement, including under Sections 3.1, 3.2(d)(ii), 3.3(e) and 3.4(b) and Patent Costs, and (ii)(A) if such reconciliation shows that Illumina owes to Sequenom a net aggregate amount of consideration subject to sharing hereunder for such calendar quarter, then Illumina shall pay such net aggregate amount to Sequenom, and (B) if such reconciliation shows that Sequenom owes to Illumina a net aggregate amount of consideration subject to sharing hereunder or subject to reimbursement hereunder for such calendar quarter, then Sequenom shall pay such net aggregate amount to Illumina. Making or accepting a payment made under this Section 3.4(b) shall not constitute an admission by a Party or conclusive evidence of the correctness charges of any amount so paid or accepted.kind. Checks must be payable to CLARKSON UNIVERSITY and addressed to:

Payment and Reports. (a) Not later than forty five (45) calendar days after the last day of each calendar quarter, Sequenom and Illumina each shall provide the other with a written Test Fee and Royalty Report (each a “Test Fee and Royalty Report”), detailing separately for Japan and the rest of the world other than Japan (i) the names of all Third Party Authorized Labs for which that Party is obligated to collect Test Fees, (ii) the degree of compliance by each such Third Party Authorized Lab with its payment obligations under the applicable agreement therewith, (iii) the aggregate number of Licensed NIPT LDT Tests performed by all such Authorized Labs, including by Sequenom Parties and Illumina Parties, during that period, including the number of Licensed NIPT LDT Tests that are subject to the additional $[…***…] added to the Test Fee and that are subject to a Test Fee in an amount equal to percentage of Net LDT Sales, (iv) the aggregate amount of Test Fees collected by such Party during that period, including for its own Licensed NIPT LDT Test and those of its applicable Affiliates, (v) the amount of the Test Fees collected by the reporting Party that is owed to the other Party during that period based on the sharing obligations set forth in Section 3.2(d) (Sharing of Test Fees), (vi) in the case of Illumina, the aggregate Net IVD Sales and the Royalties owed to Sequenom based on the Net IVD Sales, and the corresponding net sales and Royalties owed to Sequenom based on sales of NIPT Components as ***Confidential Treatment Requested provided for in Section 3.3(g)(iii)(B) above, (vii) all other consideration received by such Party during that period that is subject to sharing hereunder and the amount thereof owing to the other Party hereunder, (viii) in the case of Illumina, all amounts paid by Illumina to CUHK during such period pursuant to the CUHK Licenses (including all amounts paid or payable to CUHK after termination of such CUHK Licenses, pursuant to the terms of any such CUHK License), including as set forth in this Agreement in Section 3.2(d)(ii) and 3.3(e), (ix) a reasonably detailed report on any anomalous activity during the period, such as a Third Party’s licensee’s refusal to pay an owed amount or any other material exception to the expected performance by such Authorized Lab in relation to this Agreement, (x) the aggregate Net LDT Sales, and the number of tests upon which Net LDT Sales is based, by such Party or its Affiliates or (sub)licensees under any Pooled Patent, as applicable, (xi) the Patent Cost incurred by that Party, (xii) in the case of Illumina, all amounts creditable in accordance with Section 3.1, and (xiii) based on the foregoing (i) through (xii), the net amount owed to the other Party for that period before taking into consideration the other Party’s Test Fee and Royalty Report for the same period. Each Party shall provide its quarterly Test Fee and Royalty Report in a Microsoft excel-compatible spreadsheet (electronic and hard copy), or in another mutually acceptable spreadsheet format. In the event that a University Licensor of Illumina under any Pooled Patent requires in its University License additional reporting relating to sales of NIPT LDT Tests, which reporting is not set forth in this Agreement, upon Illumina’s request therefor, Sequenom shall include in its Test Fee and Royalty Report such additional reporting. (b) Not later than sixty (60) calendar days after the last day of each calendar quarter, or thirty (30) days after a Party receives the applicable Test Fee and Royalty Report from the other Party for such calendar quarter, whichever is later, (i) each Party shall reconcile the amount subject to sharing hereunder that is owed to the other Party under the Test Fee and Royalty Reports provided for such calendar quarter, after application of all offsets and credits permitted under this Agreement, including under Sections 3.1, 3.2(d)(ii), 3.3(e) and 3.4(b) and Patent Costs, and (ii)(A) if such reconciliation shows that Illumina owes to Sequenom a net aggregate amount of consideration subject to sharing hereunder for such calendar quarter, then Illumina shall pay such net aggregate amount to Sequenom, and (B) if such reconciliation shows that Sequenom owes to Illumina a net aggregate amount of consideration subject to sharing hereunder or subject to reimbursement hereunder for such calendar quarter, then Sequenom shall pay such net aggregate amount to Illumina. Making or accepting a payment made under this Section 3.4(b) shall not constitute an admission by a Party or conclusive evidence of the correctness of any amount so paid or accepted.

Payment and Reports. (a) Not later than forty five (45) calendar days after the last day of each calendar quarter, Sequenom and Illumina each shall provide the other with a written Test Fee and Royalty Report (each a “Test Fee and Royalty Report”), detailing separately for Japan and the rest of the world other than Japan (i) the names of all Third Party Authorized Labs for which that Party is obligated to collect Test Fees, (ii) the degree of compliance by each such Third Party Authorized Lab with its payment obligations under the applicable agreement therewith, (iii) the aggregate number of Licensed NIPT LDT Tests performed by all such Authorized Labs, including by Sequenom Parties and Illumina Parties, during that period, including the number of Licensed NIPT LDT Tests that are subject to the additional $[…***…] added to the Test Fee and that are subject to a Test Fee in an amount equal to percentage of Net LDT Sales, (iv) the aggregate amount of Test Fees collected by such Party during that period, including for its own Licensed NIPT LDT Test and those of its applicable Affiliates, (v) the amount of the Test Fees collected by the reporting Party that is owed to the other Party during that period based on the sharing obligations set forth in Section 3.2(d) (Sharing of Test Fees), (vi) in the case of Illumina, the aggregate Net IVD Sales and the Royalties owed to Sequenom based on the Net IVD Sales, and the corresponding net sales and Royalties owed to Sequenom based on sales of NIPT Components as provided for in Section 3.3(g)(iii)(B) above, (vii) all other consideration received by such Party during that period that is subject to sharing hereunder and the amount thereof owing to the other Party hereunder, (viii) in the case of Illumina, all amounts paid by Illumina to CUHK during such period pursuant to the CUHK Licenses (including all amounts paid or payable to CUHK after termination of such CUHK Licenses, pursuant to the terms of any such CUHK License), including as set forth in this Agreement in Section 3.2(d)(ii) and 3.3(e), (ix) a reasonably detailed report on any anomalous activity during the period, such as a Third Party’s licensee’s refusal to pay an owed amount or any other material exception to the expected performance by such Authorized Lab in relation to this Agreement, (x) the aggregate Net LDT Sales, and the number of tests upon which Net LDT Sales is based, by such Party or its Affiliates or (sub)licensees under any Pooled Patent, as applicable, (xi) the Patent Cost incurred by that Party, (xii) in the case of Illumina, all amounts creditable in accordance with Section 3.1, and (xiii) based on the foregoing (i) through (xii), the net amount owed to the other Party for that period before taking into consideration the other Party’s Test Fee and Royalty Report for the same period. Each Party shall provide its quarterly Test Fee and Royalty Report in a Microsoft excel-compatible spreadsheet (electronic and hard copy), or in another mutually acceptable spreadsheet format. In the event that a University Licensor of Illumina under any Pooled Patent requires in its University License additional reporting relating to sales of NIPT LDT Tests, which reporting is not set forth in this Agreement, upon Illumina’s request therefor, Sequenom shall include in its Test Fee and Royalty Report such additional reporting. (b) Not later than sixty (60) calendar days after the last day of each calendar quarter, or thirty (30) days after a Party receives the applicable Test Fee and Royalty Report from the other Party for such calendar quarter, whichever is later, (i) each Party shall reconcile the amount subject to sharing hereunder that is owed to the other Party under the Test Fee and Royalty Reports provided for such calendar quarter, after application of all offsets and credits permitted under this Agreement, including under Sections 3.1, 3.2(d)(ii), 3.3(e) and 3.4(b) and Patent Costs, and (ii)(A) if such reconciliation shows that Illumina owes to Sequenom a net aggregate amount of consideration subject to sharing hereunder for such calendar quarter, then Illumina shall pay such net aggregate amount to Sequenom, and (B) if such reconciliation shows that Sequenom owes to Illumina a net aggregate amount of consideration subject to sharing hereunder or subject to reimbursement hereunder for such calendar quarter, then Sequenom shall pay such net aggregate amount to Illumina. Making or accepting a payment made under this Section 3.4(b) shall not constitute an admission by a Party or conclusive evidence of the correctness of any amount so paid or accepted.this

Payment and Reports. 5.1 On a quarterly basis, Licensee shall pay to Northwestern a non-refundable and non-creditable royalty payment of ***** of Net Sales of Licensed Products less Third Party Royalties paid to such third party(ies) in a given royalty period against royalties due Northwestern in the same royalty period hereunder solely on such Licensed Product in such country; provided, however, that notwithstanding anything to the contrary, in no event will the royalty rate otherwise applied to Net Sales due to Northwestern in a given royalty period be less than *****. For clarity, if a royalty payment on Net Sales would be owed to Northwestern under both this Agreement and under the Restated License Agreement of August 15, 2015 (“Restated License Agreement”) for the same Net Sale of a License Product, then only one royalty rate shall apply for the calculation of such royalty payment on such Net Sale of such Licensed Product, which shall be the royalty rate that results in the largest royalty payment to Northwestern, taking into account all reductions, deductions and offsets that would be applicable under either the Restated License Agreement or this Agreement, and in no circumstances whatsoever would the royalty rates payable to Northwestern be: (i) less than *****, or (ii) deemed additive or cumulative for the same Net Sales of the Licensed Product under the Restated License Agreement and this Agreement. 5.2 In the event Licensed Product is sold in combination with other therapeutically active products (a “Combination Product”), then Net Sales applicable shall be determined as follows: A /(A+B) multiplied by Net Sales of the Combination Product, where: A = Standard sales price of the Licensed Product in the given country B = Standard sales price of the therapeutically active product that is contained in the Combination Product in the given country. C = Standard sales price in such country of such Combination Product. In the event in a given country: (a) Not later than forty the other therapeutically active product in such Combination Product is not sold separately in such country, Net Sales shall be adjusted by multiplying actual Net Sales of such Combination Product by the fraction A/C, where C is the standard sales price in such country of such Combination Product; or (b) if a Licensed Product is not sold separately, Net Sales shall be calculated by multiplying actual Net Sales of such Combination Product by the fraction (C-B)/C, where B is the standard sales price in such country of the other therapeutically active product in the Combination Product and C is the standard sales price in such country of the Combination Product. The standard sales price for the Licensed Product and for each other therapeutically active product shall be for a quantity comparable to that used in such Combination Product and of the same class, purity and potency. If, in a specific country, both a Licensed Product and the therapeutically active product in such Combination Product are not sold separately, a fair market price for such Licensed Product and such other therapeutically active product shall be negotiated by the parties in good faith. (a) Licensee shall pay or cause to be paid to Northwestern ***** percent ***** of all Sublicensee Payments received by Licensee during the term of this Agreement. Licensee shall remit to Northwestern its share of Sublicensee Payments within forty-five (45) calendar days after the last day of each calendar quarter, Sequenom and Illumina each shall provide the other with receipt from a written Test Fee and Royalty Report (each a “Test Fee and Royalty Report”), detailing separately for Japan and the rest of the world other than Japan (i) the names of all Third Party Authorized Labs for which that Party is obligated to collect Test Fees, (ii) the degree of compliance by each such Third Party Authorized Lab with its payment obligations under the applicable agreement therewith, (iii) the aggregate number of Licensed NIPT LDT Tests performed by all such Authorized Labs, including by Sequenom Parties and Illumina Parties, during that period, including the number of Licensed NIPT LDT Tests that are subject to the additional $[…***…] added to the Test Fee and that are subject to a Test Fee in an amount equal to percentage of Net LDT Sales, (iv) the aggregate amount of Test Fees collected by such Party during that period, including for its own Licensed NIPT LDT Test and those of its applicable Affiliates, (v) the amount of the Test Fees collected by the reporting Party that is owed to the other Party during that period based on the sharing obligations set forth in Section 3.2(d) (Sharing of Test Fees), (vi) in the case of Illumina, the aggregate Net IVD Sales and the Royalties owed to Sequenom based on the Net IVD Sales, and the corresponding net sales and Royalties owed to Sequenom based on sales of NIPT Components as provided for in Section 3.3(g)(iii)(B) above, (vii) all other consideration received by such Party during that period that is subject to sharing hereunder and the amount thereof owing to the other Party hereunder, (viii) in the case of Illumina, all amounts paid by Illumina to CUHK during such period pursuant to the CUHK Licenses (including all amounts paid or payable to CUHK after termination of such CUHK Licenses, pursuant to the terms of any such CUHK License), including as set forth in this Agreement in Section 3.2(d)(ii) and 3.3(e), (ix) a reasonably detailed report on any anomalous activity during the period, such as a Third Party’s licensee’s refusal to pay an owed amount or any other material exception to the expected performance by such Authorized Lab in relation to this Agreement, (x) the aggregate Net LDT Sales, and the number of tests upon which Net LDT Sales is based, by such Party or its Affiliates or (sub)licensees under any Pooled Patent, as applicable, (xi) the Patent Cost incurred by that Party, (xii) in the case of Illumina, all amounts creditable in accordance with Section 3.1, and (xiii) based on the foregoing (i) through (xii), the net amount owed to the other Party for that period before taking into consideration the other Party’s Test Fee and Royalty Report for the same period. Each Party shall provide its quarterly Test Fee and Royalty Report in a Microsoft excel-compatible spreadsheet (electronic and hard copy), or in another mutually acceptable spreadsheet formatSublicensee. In the event that the Sublicensee Payments are paid to Licensee in stock or a University Licensor combination of Illumina cash and stock, the Sublicensee Payments owed to Northwestern shall be determined in the same distributable proportions of cash and stock as received by Licensee. For clarity, if any Sublicensee Payment would be owed to Northwestern under any Pooled Patent requires both this Agreement and under the Restated License Agreement for a given Licensed Product, then only one rate of ***** percent ***** shall apply for such particular Sublicensee Payment, and in its University no circumstances whatsoever would the fees or payments payable to Northwestern on account of the Sublicensee Payment be less than ***** or be deemed additive or cumulative under the Restated License additional reporting relating to sales of NIPT LDT Tests, which reporting is not set forth in Agreement and this Agreement. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, upon Illumina’s request thereforAS AMENDED, Sequenom shall include in its Test Fee and Royalty Report such additional reportingGRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. (b) Not Upon execution of this agreement, and when invoiced by Northwestern, Licensee shall pay to Northwestern an upfront fee of *****, followed by an annual license fee of ***** on the anniversary of the Effective Date, and continuing thereafter for the rest of the term of this Agreement. Licensee will be entitled to offset the annual license fees paid against future royalties payable to Northwestern under Sections 5.1 or 5.2, with any remaining amount of annual payments rolled over to succeeding quarters until depleted. 5.4 Licensee shall pay all withholding or similar tax required by law or regulation to the appropriate government authority, and is entitled to deduct such amounts paid from the amount due Northwestern, provided that Licensee secures and sends to Northwestern the best available evidence of such payment sufficient to enable Northwestern to obtain a deduction for such withheld taxes or obtain a refund thereof. If Licensee makes any payment without reduction for withholding and it later than sixty transpires that an amount of tax should have been withheld on such royalty payment, Licensee shall be entitled to recover the under-withheld tax by an additional withholding from any payment due to Northwestern under this Agreement. Similarly, if Licensee withholds an amount of tax which is later determined to have not been due, Licensee shall reimburse Northwestern for such over withheld amounts. 5.5 The patent applications and patents within the Patent Rights in existence as of the Effective Date have been listed on Exhibit A. After the Effective Date and during the term of the Agreement, the parties contemplate changes to the rights listed on Exhibit A. Licensee shall provide to Northwestern a revised Exhibit A on each anniversary of the Effective Date that reflects the then-current status of the Patent Rights, and the parties shall amend Exhibit A to reflect the then-current status of the Patent Rights. Licensee shall pay to Northwestern within thirty (6030) calendar days after the last day receipt of each calendar quarterinvoice, one hundred percent (100%) of the reasonable documented expenses directly related to prepare, file, prosecute, defend and maintain the Patent Rights incurred, whether during the term of this Agreement or prior thereto, including any amount unreimbursed as of the Effective Date directly related to prepare, file, prosecute, defend and maintain the Patent Rights set forth in Exhibit A. 5.6 Unless otherwise provided for herein, within thirty (30) days after a Party receives the applicable Test Fee end of each calendar quarter of each year during the term of this Agreement (including the last day of any calendar quarter following the expiration of this Agreement), Licensee shall pay to Northwestern all fees and Royalty Report from the other Party for royalties accruing and owed during such calendar quarter. All payments shall be accompanied by a statement showing all amounts due Northwestern, whichever is laterincluding Net Sales of each Licensed Product in each country, (i) the applicable royalty rate, and the calculation of the amounts due, including the calculations for any deductions Licensee or any Sublicensee claim and the necessary documentation and fair market valuations related thereto. Licensee shall also provide information showing, on a Northwestern invention disclosure number by invention disclosure number basis, the Net Sales of Licensed Product sold, Sublicensee Payments, Sublicensee Royalties and Partial Assignment Proceeds that relate to or practice each Party Northwestern invention disclosure number. If no amounts are due, Licensee shall reconcile submit a report so stating, provided that no royalty reports shall be due until the first sale of the initial Licensed Product hereunder. 5.7 All amounts referred to in this Agreement are expressed in U.S. dollars and all payments shall be computed and made in U.S. dollars. For purposes of determining the amount subject of royalties due, the amount of Net Sales in any foreign currency shall be computed by converting such amount into U.S. dollars at the prevailing commercial rate of exchange for purchasing U.S. dollars with such foreign currency in question as published by the Wall Street Journal on the last business day of the calendar quarter for which the relevant royalty payment is to sharing hereunder that is owed be made by Licensee. Payments more than 30 days late shall bear interest equivalent to the prime rate as published in the Wall Street Journal on the last day of the period to which the payment relates plus 2%. Acceptance of late payments shall not negate or waive Northwestern’s right to seek any other Party under remedy, legal or equitable, to which it may be entitled. Notwithstanding the Test Fee foregoing, if by reason of any restrictive exchange laws or regulations Licensee or any Sublicensee hereunder shall be unable to convert to U.S. dollars an amount equivalent to the royalty payable by Licensee hereunder in respect of Licensed Product sold for funds other than U.S. dollars, Licensee shall notify Northwestern promptly with an explanation of the circumstances. In such event, all royalties due hereunder in respect of the transaction so THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. restricted (or the balance thereof due hereunder and Royalty Reports provided for not paid in funds other than U.S. dollars as hereinafter provided) shall be deferred and paid in U.S. dollars as soon as reasonably possible after, and to the extent that such calendar quarterrestrictive exchange laws or regulations are lifted so as to permit such conversion to U.S. dollars, after application of all offsets and credits permitted under this Agreementwhich lifting Licensee shall promptly notify Northwestern. At its option, including under Sections 3.1, 3.2(d)(iiNorthwestern shall meanwhile have the right to request the payment (to it or to a nominee), 3.3(eand upon such request Licensee shall pay, or cause to be paid, all such amounts (or such portions thereof as are specified by Northwestern) in funds, other than U.S. dollars, designated by Northwestern and 3.4(b) and Patent Costs, and (ii)(A) if legally available to Licensee under such reconciliation shows that Illumina owes to Sequenom a net aggregate amount of consideration subject to sharing hereunder for such calendar quarter, then Illumina shall pay such net aggregate amount to Sequenom, and (B) if such reconciliation shows that Sequenom owes to Illumina a net aggregate amount of consideration subject to sharing hereunder existing restrictive exchange laws or subject to reimbursement hereunder for such calendar quarter, then Sequenom shall pay such net aggregate amount to Illumina. Making or accepting a payment made under this Section 3.4(b) shall not constitute an admission by a Party or conclusive evidence of the correctness of any amount so paid or acceptedregulations.