NANOPORE PRODUCT SUPPLEMENTAL TERMS

1. Defined Terms . Capitalized terms used in this Agreement shall have the meanings set forth on Exhibit A .

2. Provision of Goods

2.1. Devices .  All Devices are made available with an initial year SL&DW. Additional one-year SL&DW periods may be purchased as provided on the VWR Website.

2.2. Returning Hardware . Customer shall keep the Hardware in Customer’s possession at the Delivery Location until Customer returns the Hardware to Oxford or destroys the Hardware in accordance with Oxford’s instructions. Customer shall not sell, distribute or transfer the Hardware to any third party. Customer shall return to Oxford, using the prepaid packaging provided by Oxford, the Flow Cells as soon as reasonably possible, except that Customer shall not return Contaminated Flow Cells to Oxford, and instead shall provide Oxford proof of legal and appropriate destruction of Contaminated Flow Cells. Customer takes no title in the Hardware, except to the extent set forth in a CapEx Order (and order involving a sale rather than lease of MinIONs). Customer takes no title or proprietary rights in the Software or the Flow Cells

2.3. Restrictions on Use

2.3.1. Specific Use Only . The Goods and Software may be used only for purpose stated on the order. The Goods and Software may not be used in any event for i) processing samples received from clients of Customer and returning reports based on Biological Data or Instrument Data, or ii) offering goods or commercial services based on or the use of Biological Data or Instrument Data. The Goods and Software are not intended for use for health assessment or to diagnose, treat, mitigate, cure or prevent any disease or condition or for any military use.. Installation or use of third-party software or goods not Approved by Oxford or use of the Goods or the Software other than as Approved by Oxford is prohibited and may interfere with successful sequencing. The Goods and the Software shall not be used (A) by any Person that is, or is affiliated with, a current or potential Competitor; (B) on behalf of or for the benefit of a Competitor; (C) for the development of any other product or service that competes or could compete with the products or services of the Oxford Group (except to the extent applicable laws specifically prohibit such restriction) or (D) for monitoring, benchmarking (including but not limited to actively designing or redesigning products intended for commercial use to better compete with the Goods or the Software) or other competitive purposes.  Customer represents and warrants that Customer will not use the Goods or Software in contravention of this provision.  Use of the Goods requires internet connectivity solely to enable (i) client-initiated, outbound, encrypted in transit (HTTPS) transmission of structured run performance telemetry data and (ii) client-initiated, outbound, encrypted in transit (HTTPS) access to Oxford Group’s single sign on system for Hardware and/or run authorization

2.3.2. Useful Life . Flow Cells are Approved for multiple uses, but shall not be reused longer than their respective useful life, which useful life is stated on the Oxford Website (“ Useful Life ”). Consumables are Approved for single use only in accordance with Documentation. Customer shall use Consumables within the Useful Life following delivery for the particular type and mix of Consumables ordered and shall not use Consumables after such time.

2.3.3. Nanopore Chemistries and Nanopore Extensions . The Flow Cells will be delivered with pre-loaded nanopores, membranes (that hold the nanopores) and electrochemistry on top of a modified chip surface. None of these components either individually or collectively are allowed to be modified, derivativised, replaced or removed. The Sequencing Kits will include other components: enzymes and adaptors that enable sample preparation methods, molecular ‘tethers’ that enable improved analyte to nanopore binding through interactions with the membranes, enzymes that allow for controlled transport of analytes through nanopores, buffered solutions for improved ionic conductance, solutions for washing the Flow Cells between samples and other components as provided by Oxford from time to time. Customer may not analyse, modify or reverse engineer these components, but may develop and use alternative versions (“ Nanopore Chemistries ”). In addition, Customer is encouraged to develop and use: (i) new application protocols, (ii) sample preparation methods, (iii) data analysis tools, such as, software written to APIs (application programming interfaces) published by Oxford (but not the Software itself) and/or (iv) new uses of the Goods or Software (“ Nanopore Extensions ”). Customer’s right to create and use Nanopore Extensions and Nanopore Chemistries is conditioned on Customer’s compliance with the Nanopore Extension Requirements. Notwithstanding anything herein to the contrary, the Goods or Software may not be used for the development of any other product or service that competes or could compete with the products or services of Oxford.

2.4. Inspection . Customer shall make prompt inspection of the Goods to confirm that they have arrived without damage, defect or shortage. Customer may return the Goods or a portion thereof if damaged or defective on delivery and may seek correction of any shortage or mistake in composition of the Goods, by contacting VWR’s Customer Solutions group using contact details on VWR’s website  within two (2) business days after the day on which the Goods were delivered to the Delivery Location. If Customer does not contact Oxford within this two (2) business day period, Oxford will deem the Goods accepted by Customer, subject to Section 2.5 .

2.5. Quality Control . In addition, Customer shall, immediately prior to using any Flow Cell and in any event within the Useful Life of the Flow Cell, run a quality control check on the Flow Cell in accordance with the Specifications. Customer may make a claim under the limited warranty available for Oxford Nanopore Goods , including, for any for any Flow Cell that does not pass such quality control provided that (i) the applicable Device is connected to the internet at the time the quality control is performed, such that instrument and run report data is available to Oxford, and (ii) Customer informs Oxford’s Customer Solutions group of such failure within ten (10) business days of such quality control check being run. If Customer does not contact Oxford within this ten (10) business day period, Oxford will deem the Goods accepted by Customer.

3. License Grant and Obligations

3.1.1. Grant of License to Instrument Data . Contingent upon Customer’s acceptance of this Agreement, and subject to its terms, Oxford hereby grants, under Oxford Group’s Intellectual Property Rights other than Application Specific IP, to Customer a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to use Instrument Data to access, use, process Instrument or Biological Data using the Software and any services provided by Metrichor via the Cloud-based Environment solely in connection with use of associated Goods. Instrument Data is owned by Oxford and Customer agrees not to challenge Oxford’s ownership of Instrument Data. Customer shall not, and shall not permit any third party or any third party commercial software to, disclose, transmit, use or process Instrument Data, or attempt to do any of the foregoing, except in accordance with the terms of this Agreement and any other agreements to which Customer is or, from time to time, becomes bound with respect to Customer’s use of the Goods, Software, Metrichor or Metrichor Interface. Customer agrees not to make available to any third party Biological Data or Instrument Data or use any third party commercial software (unless Approved) to process Biological or Instrument Data generated through use of a Device or Software, whether or not for processing on Customer’s behalf, within the first forty-eight (48) hours after such Biological or Instrument Data is first written to a disk at Customer’s direction. Customer’s access to, download of and/or use of the Goods, Software, Metrichor or Metrichor Interface may require that Instrument Data and Biological Data be transmitted, processed or stored offline, outside of the Software, Metrichor or Metrichor Interface or outside of Customer’s state or country solely as required to provide to Customer or improve the Goods, the Software or services or manage Oxford’s business.

3.1.2. Pseudonymized Health Data . Customer shall not upload, transmit, store or modify data that contains the information of any Person, including without limitation, data consisting of human genomic information, whether or not Instrument Data, unless Customer has Pseudonymized such data and obtained informed prior written consent of the subject and does not make available to Oxford information that permits such Pseudonymized Data to be re-identified and, except with respect to contact information of Customer and its relevant personnel, does not make available  personal data, protected health information or personal information as defined by applicable law. For example, Customer shall not provide the name, date of birth, address, social security number, government-issued identification number or any other information that could directly or indirectly identify the Person from whom any genomic or other information was derived.

3.2. Grant of License in Feedback . Customer hereby grants Oxford a worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up right and license to use, copy, modify, sell, publish, distribute, sub-license and create derivative works using Feedback in any manner and for any purpose. Any member of the Oxford Group may, in its sole discretion, and without compensation to or attribution of Customer or any third party, use Feedback in any way, including in future modifications of the Goods, Software, Metrichor and/or Metrichor Interface. Customer represents that Customer’s Feedback is not subject to any license terms that would purport to require any of the members of the Oxford Group to comply with any additional obligations with respect to any products that incorporate any Feedback. With respect to any Customer that is a U.S. government entity, the foregoing right and license shall be construed as a non-exclusive permission and shall apply only to the extent permitted under applicable U.S. federal law. Customer is encouraged to disclose to Oxford any and all inventions, discoveries, Intellectual Property Rights related to or inherent in any modifications, enhancements, derivative works, or improvements Customer makes with respect to Oxford Proprietary Information, including, without limitation the Goods and the Software. Customer is not required to disclose to Oxford any inventions with respect to Biological Data.

3.3. Acknowledgement . Customer acknowledges and agrees that (a) the Goods and Software have not been approved, cleared or licensed by the United States Food and Drug Administration or other regulatory entity, whether foreign or domestic, for any specific intended use; (b) the Goods and Software are not for use in diagnostic, therapeutic or clinical procedures where validation or registration of the device with regulatory authorities is required; (c) the Goods and Software should be used in strict accordance with applicable instructions and Documentation and (d) Customer must ensure it has any regulatory approvals necessary for Customer’s intended use of the Goods and Software. Customer further agrees to comply with all applicable Laws when using, maintaining and disposing of the Goods and Software. Without limitation to the other restrictions set out in this Agreement, Customer will in no event use or allow use of the Goods and the Software in connection with the development, production, handling, operation, maintenance, storage, detection, identification, or dissemination of chemical or biological weapons or other military end-use of any kind.

3.4. Grant of Rights to Software. Contingent upon Customer’s acceptance of this Agreement, and subject to its terms, Oxford hereby grants, under Oxford’s copyrights, other than Application Specific IP, to Customer a non-exclusive, non-transferable, limited, personal, revocable license, without the right to sublicense, for so long as Customer has purchased and remains covered by a Software Licence and Device Warranty (the “ SL&DW ”) to use in object code form (i) the Software configured to operate with the Customer’s ASIC ID(s) and/or Customer’s Devices, (ii) the Epi2me Agent Software, which when initially registered shall be linked to one validated Customer email address (from which multiple agents and/or laptops may access the Metrichor Interface and Metrichor), and (iii) the Epi2Me Lab Software is available only through download on Metrichor, which requires registration agreement to additional terms and conditions  (together, the “ Software License ”). The Software is licensed to the Customer, not sold, and shall be used only in conjunction with Devices covered by an active SL&DW between Oxford and Customer. Customer may not install more than one instance of the Software per laptop, personal computer, workstation or other suitable computing system owned by Customer. The Software and the Devices may only be used in accordance with the Oxford Group’s usage instructions as stated on the Oxford Website. Without limiting the foregoing, Customer acknowledges that installation of third party software not Approved on Devices or use of Devices other than as Approved is prohibited and may interfere with successful performance of the Device. Use of the Devices may involve use of certain third-party software which is subject to the terms of the applicable license(s). Information and license terms with respect to specific Devices and software are available on the Oxford Website.

4. Ownership; Confidential Information

4.1. Ownership of Intellectual Property by Oxford . The Oxford Group or its licensors, as applicable, are the sole and exclusive owners of (or have licenses to) the Intellectual Property Rights in the Oxford Proprietary Information and in all media, printouts, papers, support materials, or hard copies containing or bearing such Intellectual Property Rights. Except where prohibited under applicable law, Customer agrees not to contest Oxford’s ownership or rights in any copyright or other applicable Intellectual Property Right in the Goods or Software. 

4.2. Ownership of Intellectual Property by Customer . Subject to the terms and conditions herein, Customer will retain and acquire rights in (without any assignment from Oxford) the Biological Data resulting from Customer’s use of the Goods and Software.

4.3. Reservation of Rights . Each party reserves all of its rights, including all rights to any Application Specific IP. Except for any express license herein, no license is granted.

4.4. Confidential and Proprietary Information .

4.4.1. Customer agrees not to disclose to third parties and to use Customer’s best efforts to keep confidential Oxford Confidential Information Customer receives from any member of the Oxford Group. Customer agrees not to use Oxford Confidential Information other than for the purposes contemplated by this Agreement. Unless otherwise specifically provided herein or agreed by Oxford in writing, the Goods and the Software, including the specific design and structure of individual components or programmes, provided to Customer by any member of the Oxford Group constitute confidential proprietary information and trade secrets of Oxford. Customer shall permit only authorized users who possess rightfully obtained license(s) and/or access keys to use the Software.

4.4.2. Customer will use its best efforts to cooperate with and assist Oxford in identifying and preventing any unauthorized use, copying, or disclosure of the Goods or Software. Customer shall secure and protect all printed materials, manuals, software programs, disks, copies and other media, if any, that embody, contain or describe any Oxford Confidential Information in a manner consistent with the protection of Oxford’s rights therein and to take appropriate action by instruction or agreement with its employees to satisfy its obligations hereunder. Customer further agrees that it shall be strictly liable for all damages to the Oxford Group that result from any disclosure of any Oxford Confidential Information to any third party. If Customer is a government entity subject to legal requirements regarding public disclosure, Customer will not be in breach of this Agreement as a result of its compliance with such laws; provided, to the extent permitted by applicable law, that: (a) Customer promptly informs Oxford of a request to disclose any Oxford Confidential Information or making a determination that disclosure of any of the same is required under applicable law; and (b) Customer identifies, and discloses to Oxford, the requesting party, the information to be disclosed and the specific binding legal authority requiring such disclosure with sufficient time for Oxford to interpose an objection to such disclosure or take such other action as Oxford deems necessary to protect the Oxford Confidential Information.  The Software, Specifications and Instrument Data are treated by Oxford as trade secrets.

4.4.3. Customer acknowledges that the means used by the Oxford Group that are designed to secure software, data and systems related to this Agreement may require that a Device or set of Devices and/or a Flow Cell or set of Flow Cells match a user ID assigned to Customer and/or that such Devices and Flow Cells are matched according to the applicable order and/or that particular workstations match a unique Oxford-issued keys. Customer acknowledges this may limit Customer’s ability to share Devices and that, notwithstanding these measures (and other reasonable administrative, physical and technical safeguards), Oxford cannot ensure the security of information or other materials made available hereunder in Oxford’s custody or control. Customer further acknowledges that use of Goods or Software may be dependent on rights to use software separately licensed on a non-transferable basis.

4.5. Restricted Rights Notice . The Goods and Software made available under this Agreement incorporate commercial computer software programs developed exclusively at private expense. Use, duplication and disclosure by any government shall be in accordance with, and subject to these terms and conditions that are customarily provided to the public. If Customer is a government entity and/or Customer’s use is funded by the government, Customer is hereby on notice that any data provided by Oxford pursuant to this Agreement is developed exclusively at private expense and are trade secrets, confidential and privileged, or are commercial or financial data and are confidential or privileged. To the extent required under applicable law, this data may be reproduced and used by the government with the express limitation that it will not, without written permission of Oxford, be used for purposes of manufacture nor disclosed outside the government and that the applicable rights legends shall be marked on any reproduction of any technical data, whether reproduction is in whole or in part. Oxford reserves all rights and licenses not expressly granted under this Agreement, including, without limitation, all rights in trademarks and associated goodwill.

5. Term; Termination

5.1. Term . The term of this Agreement shall govern Customer’s use of the Goods and Software unless and until all such Goods and Software are returned to Oxford, unless earlier terminated as provided herein.

5.2. Termination . Except for any provisions that survive, as applicable, either Party may terminate this Agreement upon prior written notice if the other Party materially breaches this Agreement and fails to cure such breach within 30 days of receiving notice of such breach; provided , however , that Oxford shall have the right to terminate this Agreement immediately and without notice upon (a) Customer’s breach of the provisions of the Specific Use clause of this Agreement, or (b) Customer’s infringement or filing of an action or commencing a proceeding contesting Oxford Group’s ownership of or the validity or novelty of any Oxford Group patent. Any breach by Customer of any agreement between Oxford and Customer may, at Oxford’s discretion, be deemed a breach of this Agreement and/or any of the Agreements between the parties.

5.3. Effect of Termination . Upon termination of this Agreement, the rights and licenses granted to Customer under this Agreement shall immediately terminate. If requested by Oxford upon the end of the Useful Life of any Goods or termination of this Agreement, Customer shall immediately cease using and return the Goods (other than Goods purchased as Capex items wherein title is transferred to Customer), uninstall, if applicable, the Software, and return, or, at Oxford's request, destroy, all tangible embodiments of the Goods or Software and any other Oxford Confidential Information in Customer’s possession or control, together with all related materials, copies or derivative versions thereof in any form. The expiration or termination of this Agreement shall have no impact on Oxford’s rights with respect to Instrument Data.

6. Customer Responsibility . Customer agrees to assume full responsibility for compliance with this Agreement and all liabilities, costs, expenses, damages and actual losses suffered or incurred by Customer, its affiliates, and their employees, officers and directors (“ Customer Group ”) in connection with: (a) any breach by the Customer Group of this Agreement; (b) any failure by the Customer Group to use any materials or services made available hereunder in accordance with Oxford’s written instructions; (c) Customer Group’s use of any materials made available hereunder except to the extent a loss arises for Oxford’s breach of this Agreement; or (d) any introduction by the Customer Group of hazardous substances into or onto any materials made available hereunder.

7. Export Controls.  Customer represents and warrants that Customer is not a citizen, national, or resident of, and is not under control of, the government of Cuba, Iran, Sudan, Libya, North Korea, Syria, the Crimea region of Ukraine, nor any country to which the U.S. or the EU has prohibited export and that Customer and relevant Customer personnel are not listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, Foreign Sanctions Evaders List, Nonproliferation List, the AECA Debarred List and Specially Designated Narcotic Traffickers, nor is Customer listed on the United States Department of Commerce Table of Denial Orders, Entity List  or Unverified List. The Goods, the Software or part thereof may be subject to local export control laws and regulations and Customer must not, directly or indirectly, sell, export, re-export, transfer, divert or otherwise send the Goods or Software or associated information or technology to any destination or person prohibited under U.S., EU, UK or other local laws or regulations and the Customer will not use the Goods or Software for, and will not allow the Goods or Software to be used for, any purposes prohibited by Law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction. The Goods or Software may only be used in the jurisdiction to which they are delivered and may not be redistributed.

8. General Provisions.  OXFORD NANOPORE TECHNOLOGY AND ITS AFFILIATES’ LIABILITY WITH RESPECT TO PRODUCTS MADE AVAILABLE HEREUNDER SHALL BE LIMITED TO THE FEES PAID FOR SUCH PRODUCTS IN THE PRIOR 12 MONTHS.  Customer agrees that upon five (5) days’ notice, Oxford shall have the right to inspect and audit Customer’s records related to this Agreement. Any such inspection or audit shall be conducted during regular business hours. If such inspections or audits disclose Customer had breached the provisions of this Agreement, then Oxford may terminate this Agreement immediately. Nothing in this clause shall be deemed to limit any legal or equitable remedies available to either party and Oxford is entitled to pursue equitable remedies to the fullest extent permitted under applicable law. If any provision of this Agreement is found to be invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the rest of the Agreement. All restrictions specified in this Agreement shall apply to the maximum extent permissible under applicable law. If Customer believes it has additional rights or the right to act contrary to the express restrictions specified in the Agreement under mandatory laws (including, without limitation, national laws implementing Directive 91/250/EEC and similar laws), Customer agrees to provide Oxford with at least thirty (30) days prior written notice and any reasonably requested information before exercising such rights, to allow Oxford to offer alternatives at Oxford’s sole discretion. A waiver by Oxford of any right or remedy arising under this Agreement or by law is only effective if given in writing and will not be deemed to be a waiver of any subsequent breach or default. No failure or delay to exercise any right or remedy provided under the Agreement or by law will constitute a waiver by that Party of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. A person who is not a party to this Agreement shall have no right to enforce its terms, except for each member of the Oxford Group and VWR, who are express third-party beneficiaries of this Agreement. This Agreement is binding upon each Party’s respective successors and assigns and the Oxford Group is an express third-party beneficiary of the purchase and sale or lease agreement entered into by and between VWR and Customer. Oxford shall be entitled to seek specific performance, injunctive relief and other equitable relief, including seizure of any Goods in Customer’s possession or the compelled assistance of Customer in recovering improperly transferred Goods or Software, to prevent any actual or threatened misuse of the Goods or Software.  Customer also acknowledges that this provision applies regardless of whether such use in a manner inconsistent with this Agreement is deemed to be a material breach and Oxford may at any time assign, transfer, mortgage, charge, subcontract or deal in any other way with any or all of Oxford’s rights and obligations under this Agreement in connection with a merger, change of control or sale of assets. Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other way with any or all of Customer’s rights and obligations under this Agreement without Oxford’s prior written consent. The provisions of Sections , 2.2 , 3 , 3.1 , 3.2 , 3.3 , 4 , 5.3 , 7 and 8 shall survive any expiration or termination of this Agreement for any reason.