The Parties agree that all rights and licenses granted to [[CareDx:Organization]] under this Agreement are rights and licenses to "intellectual property" as defined in [Section 101(35A)] (or its successors) of Title 11 of the United States Bankruptcy Code or its successor (“Code”). [[CareDx:Organization]] will, during the Term of the Agreement, have the rights set forth in this Agreement with respect to the Licensed IP of [[Illumina:Organization]], when and as such Licensed IP of [[Illumina:Organization]] is developed or created by or for [[Illumina:Organization]]. In addition and without limitation to the foregoing, [[Illumina:Organization]] acknowledges and agrees that [[CareDx:Organization]], as a licensee of [[Illumina:Organization]]’s Intellectual Property under this Agreement, will have and may fully exercise all rights available to it under the Code, including under Section 365(n) of the Code. In the event [[Illumina:Organization]] files for protection under the Code and the trustee for [[Illumina:Organization]] rejects this Agreement and, pursuant to [Section 365(n)] of the Code, [[CareDx:Organization]] elects to retain its rights under this Agreement as described in [Section 365(n)(1)(B)] of the Code, not in lieu or limitation of any other rights or remedies available to [[CareDx:Organization]], [[Illumina:Organization]] or the trustee for [[Illumina:Organization]] or its assets will, at [[CareDx:Organization]]'s written request, deliver to [[CareDx:Organization]] any Licensed IP of [[Illumina:Organization]] licensed to [[CareDx:Organization]] under this Agreement that [[Illumina:Organization]] is obligated to deliver or transfer to [[CareDx:Organization]] pursuant to Section 8.1 but that has not yet been delivered or transferred to [[CareDx:Organization]] in accordance with Section 8.1.

This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Executive, directly or indirectly, designate the fiscal year of payment, except as permitted under Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, with respect to amounts under this Agreement are nonqualified deferred compensation subject to Section 409A, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one (1) taxable year, payment shall be made in the later taxable year.

Application of Code [Section 409A]. This section explains how certain Plan provisions will be interpreted and applied in effort to avoid excise tax under the deferred compensation provisions of the Code. It is intended that all of the benefits provided under the Plan satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “[Section 409A]”) provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5), and 1.409A-1(b)(9), and the Plan will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, the Plan (and any definitions in

Application of Code [Section 409A]. Notwithstanding anything herein to the contrary, # if at the time of Participant’s termination of employment with the Company or an Affiliate, the Participant is a “specified employee” as defined in Section 409A of the Code and the applicable guidance and regulations thereunder (collectively, “[Section 409A]”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company (or the Participant’s employing Affiliate) will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Participant) until the first business day to occur following the date that is six (6) months following Participant’s termination of employment with the Company (or the Participant’s employing Affiliate) (or the earliest date as is permitted under Section 409A); and # if any other payments of money or other benefits due to Participant hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. In the event that payments under the Plan are deferred pursuant to this Section 6 in order to prevent any accelerated tax or additional tax under Section 409A, then such payments shall be paid at the time specified

Application of the Plan. The terms of this Agreement are governed by the terms of the Plan, as it exists on the date of hereof and as the Plan is amended from time to time. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise herein.

The Assignee shall abide by the internal rules and regulations (Handbook) of the Local Entity, which may be adopted or amended by the Local Entity periodically (for the avoidance, unless otherwise provided, the Assignee will not be entitled to those benefits and other provisions in the Handbook which are only applicable to employees of the Local Entity). All policy changes shall be communicated to the staff via internal notices or other written correspondence.

As an employee of the Company, you are expected to observe the Company’s Code of Conduct. You are also expected to obey the laws and regulations and respect the lawful customs of the People’s Republic of China and any other countries which you may visit while performing your duties for the Company. Naturally, we would expect that you would not engage in any employment or business activity that conflicts with the business interests of the Company.

such payments shall be delayed until the date that is the earlier of six months after date of the Specified Employee's "separation from service" (as such term is defined under Section 409A) with the Company or the date of the Specified Employee's death, or such shorter period that, in the opinion of such counsel, is sufficient to avoid the imposition of [[Unknown Identifier]] Taxes (the "Payments

No Option or Restricted Stock Award granted pursuant to this Plan is intended to constitute “deferred compensation” as defined in Code [Section 409A], and the Plan and the terms of all Options and Restricted Stock Awards shall be interpreted accordingly If any provision of the Plan, an Option or a Restricted Stock Award contravenes any regulations or Treasury guidance issued under Code [Section 409A], such provision shall be modified to maintain, to the maximum extent practicable, the original intent of the applicable provision without triggering the penalties and interest under Code [Section 409A].

Code. “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder.