SERVICE TERMS AND CONDITIONS FOR

CYTOLOGY AND MOLECULAR EQUIPMENT

1. General. Customer agrees to be bound by the following terms and conditions under which Hologic Sales and Service, LLC, (“Hologic”) services the Equipment. This Service Agreement constitutes the entire contract between the parties regarding the Services and supersede all prior written and oral agreements, purchase orders, acknowledgements, understandings and representations. Customer agrees that any terms and conditions for Hologic Services, whether on any purchase order or other Customer document issued in connection herewith, which are in addition to or inconsistent with this Service Agreement will not be deemed to affect or modify this Service Agreement.

2. Service. Hologic will provide to Customer the service option selected by Customer (the "Services") detailed on the first page (“Quote”) and described in detail on Exhibit A, attached hereto and incorporated herein by reference, for the Equipment (as identified on the quote), under the terms and conditions of this Service Agreement. Any additional services not specifically covered under this Agreement shall be at Hologic’s option and shall be paid for by Customer at Hologic’s then current hourly rate for service and its then current rate for parts. As of the effective date of this Service Agreement (the “Start Date”), the Customer warrants that the Equipment shall be in good working condition with all specified routine maintenance performed in conformity with the specifications in the applicable operator’s manual and applicable package inserts. Customer further warrants that it shall not use consumables on Equipment that are not approved by Hologic. Only Hologic approved consumables may be used on the Thin Prep and Aptima Systems. The use of non-Hologic approved consumables or products may void all warranties provided by Hologic for Equipment whether under this Service Agreement or another agreement and may void any service contracts and/or technical support. Hologic reserves the right to inspect Equipment prior to the Start Date and may require the Equipment to be returned to proper operating condition, at the customer’s expense, before accepting it for service under this Agreement. Customer agrees to make the Equipment available to Hologic at mutually acceptable prearranged times in order for Hologic to perform routine service. Routine service does not include the following: (1) service or parts which are needed as a result of Customer’s negligence, misuse, theft, environmental factors, unauthorized modifications or accessory items not meeting Hologic’s specifications, or any other cause beyond Hologic’s control, including floods, fires, acts of God or any other contingencies or acts not within the sole control of Hologic; (2) replacement of Product supplies, including but not limited to waste bottles, filter caps, o-rings, tubing and other consumables and (3) reconditioning or refurbishment of instruments covered by this Agreement.

3. Payment/Price. Customer agrees to pay Hologic the fee as stated in this Service Agreement, the cost of all parts specified wherein and any applicable taxes, upon receipt of the invoice payable net 30 days. Prices for parts are FOB Origin. Customer is responsible for all shipping charges for parts that fall outside of normal operation. Hologic reserves the right to charge interest on all amounts not paid by the date due, at the maximum rate permitted by law. Payment of disputed amounts is not binding as a resolution of disputed issues, absent written authorization from Hologic’s General Counsel. Customer shall make all payments due under this Agreement via check or Automated Clearing House (ACH) payments. Any other form of payment, including payment by individual credit cards, will be subject to approval and may result in administrative fees or surcharges. Hologic may suspend Services pending payment of any overdue fees (collectively fees and other charges set forth on the Quote) or taxes (which include federal, state or local sales, use, property, excise, service, or similar taxes).

4. Limited Warranty, Limitation of Liability and Indemnification. All service provided hereunder shall be performed in a professional manner, in accordance with general industry standards. As of this Agreement date, the Customer warrants that the Equipment shall be in good working condition with all specified routine maintenance performed in conformity with the specifications in the applicable operator’s manual. Hologic reserves the right to inspect any Equipment prior to the date of this Agreement and may require such Equipment to be returned to proper operating condition, at Customer’s expense, before accepting it for service under this Agreement. Hologic’s sole obligation under this warranty is to repair or replace, at its sole discretion, any part that is deemed defective within the thirty-day period. Replacement parts furnished hereunder are warranted to be free from defects in material and workmanship from the date of installation for a period of thirty (30) days.

Replacement parts which are repaired are warranted from the date of installation for the remainder of the original warranty term. This warranty shall not apply to defects resulting from misuse, negligence or accident, including, without limitation: operation outside of the environmental specifications for the Product; use of unauthorized supplies; performance of improper or inadequate maintenance by Customer or any third party; installation of software not supplied by Hologic; improper use or connection to incompatible equipment; making of modifications to the Product not authorized by Hologic; and external causes such as, but not limited to, power failure. THE FOREGOING PROVISIONS SET FORTH HOLOGIC'S SOLE AND EXCLUSIVE REPRESENTATIONS, WARRANTIES AND OBLIGATIONS WITH RESPECT TO THE SERVICE OF THE PRODUCT(S) AND THE PARTS PROVIDED, AND HOLOGIC MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. HOLOGIC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW, EQUITY OR FROM A COURSE OF DEALING OR USAGE OF TRADE. HOLOGIC'S LIABILITY ARISING OUT OF THE SERVICE PERFORMED UNDER THIS AGREEMENT AND THE REPLACEMENT PARTS FURNISHED HEREUNDER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT RECEIVED BY HOLOGIC FROM CUSTOMER FOR THE PARTS OR SERVICE THAT CAUSED THE DAMAGE OR IS THE SUBJECT MATTER OF, OR DIRECTLY RELATED TO THE CAUSE OF ACTION. IN NO EVENT SHALL HOLOGIC BE LIABLE FOR LOST PROFITS, RELIANCE, INDIRECT, INCIDENTAL, CONSEQUESTIAL OR SPECIAL DAMAGES AND THIS CLAUSE SHALL CONSTITUTE A COMPLETE DEFENSE TO SUCH CLAIMS. SUCH LIMITED WARRANTY IS GIVEN SOLELY TO THE ORIGINAL CUSTOMER AND IS NOT GIVEN TO, NOR MAY IT BE RELIED UPON BY, ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, CUSTOMERS OF CUSTOMER. THIS WARRANTY IS VOID UPON TRANSFER OF PRODUCT BY CUSTOMER TO ANY ENTITY WHO HAS LESS THAN FIFTY (50) PERCENT OWNERSHIP IN THE PRODUCT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY, FROM STATE TO STATE. Hologic shall indemnify Customer for any negligent or willful misconduct of Hologic’s employees or authorized agents when present at Customer premises that results in personal injury or damage to real or personal tangible property. Customer shall provide Hologic with notice of the intention to seek indemnification under this paragraph 4 as soon as reasonably possible after Customer receives notice of a claim or other liability that is the basis for the indemnity.

Quote #: Q-482944

5. Termination. Either party shall have the right to terminate this Agreement in the event that the other party shall default on or materially breach any provision hereof. Hologic may immediately terminate this Agreement if Customer uses any off-label consumables. In the event such termination is based on Customer’s breach, any prepaid Fees will be refunded as follows: the amount remaining after deduction from such prepayment the greater of (a) the prepayment multiplied by the percentage of elapsed time under the Agreement, or (b) the amount Customer would have been charged for Parts or Service in the absence of this Agreement, at the prices in effect at the time of breach. If termination is based on Hologic’s breach, the amount refunded shall be the lesser of the sums set forth in item (a) or (b) above. Hologic may terminate this Agreement if Customer fails to properly care for the Equipment in accordance with published specifications and/or operator’s manual. Sections 2, 3, 4, 5, 6, 8, and 10 of this Agreement will survive expiration or termination.

6. Governing Law. This Agreement will be governed by the laws of the State of Massachusetts, without regard to its conflicts of laws principles.

The language of this Agreement is English. The United Nations Convention on Contracts for the International Sale of Goods (1980) will not apply to this Agreement.

7. Choice of Law and Enforcement. If any of these provisions shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Any disputes arising in connection with the purchase of Products or Services will be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, and the parties acknowledge that the courts within the Commonwealth of Massachusetts shall have jurisdiction.

8. Delays in Performance. Hologic shall not be liable for failure or delay in providing service or in the shipment of parts by reason of shortage of materials, labor difficulties, floods, fires, actions taken or threatened by any governmental agencies, acts of God or other contingencies or acts not within the sole control of Hologic.

9. Independent Contractor. Hologic will perform the Services as an independent contractor, and nothing contained in this Agreement creates or implies a joint venture, partnership, principal-agent or employment relationship between the parties. Neither party will take any action or permit any action to be taken on its behalf which purports to be done in the name of or on behalf of the other party and will have no power or authority to bind the other party to assume or create any obligation or responsibility express or implied on the other party's behalf.

10.Miscellaneous

10.1 Force Majeure. Hologic will not be liable for any loss, damage, delay, or penalty due to causes beyond its sole and reasonable control.

10.2 Customer Obligation. Prior to any shipment of repair parts or visit by Hologic service representative, Customer must perform all pertinent diagnostic programs, tests, simple/basic troubleshooting and provide an accurate description of failure/error.

10.3 Replaced or Removed Parts. All parts replaced or removed under this Agreement are the property of Hologic.

10.4 Assignment. Customer may not assign this Agreement for Service without the prior written consent of Hologic. Subject to the foregoing, the rights and obligations hereunder shall be binding upon the successors and assigns of both Hologic and Customer. Hologic's failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights or any rights hereunder.

10.5 Amendments. This Agreement may be modified only by written amendment referring to this Agreement and signed by persons authorized to sign on behalf of the parties. If any of these contractual provisions are held invalid, illegal or unenforceable, the validity, legality and unenforceability of the remaining provisions shall not in any way be affected or impaired.

10.6 Complete Agreement. This Service Agreement, including Exhibit A and the Quote are the complete and exclusive statements of the agreement between the parties regarding the subject matter hereof.

10.7 Modifications. This Agreement may be modified only by a written instrument duly executed by an authorized representative of Hologic and Customer. Notwithstanding the foregoing, Hologic may, without Customer consent, revise the on-demand Service rates (as defined in Exhibit A, if applicable), and modify the Services as it deems reasonably necessary in the operation of its business (provided such modification shall not, without Customer's consent, materially diminish the scope of the Services provided hereunder). Any additional terms and conditions accompanying a Customer purchase order or other documentation must be agreed upon in writing by Hologic in order to be valid.

10.8 No Waiver. The failure of a party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right of such party to enforce such provision or any other provision.

10.9 Notice. Any notification required shall be deemed to have been given either one (1) day after being given to an express overnight carrier with a reliable means for tracking delivery; or when sent by a confirmed facsimile with another copy sent by any other means specified in this paragraph; or three (3) business days after having been mailed postage prepaid by United States registered or certified mail.

Exhibit A Service Type Coverage

Service Type Coverage Description

PANTHER FUSION PLUS

STANDARD Panther Fusion Plus Standard Terms:

Equipment Service:

Services Included: The services included under the Standard Service option are the following:

• Labor, travel expenses, and any necessary replacement parts (excluding disposables which include, but are not limited to, tips, MTU’s, TTU’s, waste bags, and bench covers), during normal working hours Monday through Friday, 8:30 a.m. - 5:30 p.m. local time (excluding Hologic holidays).

• Preventative maintenance by Hologic service technician according to operator’s or user’s manual during normal working hours Monday through Friday, 8:30 a.m. - 5:30 p.m. local time (excluding Hologic holidays).

• Equipment repair for reasons other than those listed below under “Services Excluded”.

• Access to Hologic Technical Support telephone support, Monday through Friday, 5:00 a.m. to 5:00 p.m. Pacific Standard Time (excluding Hologic holidays).

• Telephone number for Technical Support: 888-484-4747

• Factory authorized updates or modifications, including parts.

Services Excluded: The services excluded under the Standard Service option are the following:

• Any repair required because of causes other than use of the Equipment pursuant to the operator’s or user’s manual. Such causes include, but are not limited to: misuse, abuse, improper use, casualty loss, neglect, reprogramming error, malfunction or failure of environmental control Equipment, electrical Equipment malfunction or failure, repair maintenance, modification, relocation, or reinstallation by other than Hologic authorized personnel, installation of commercial or non-Equipment software, or acts of God, fire, flood, earthquake, or other natural causes.

• Routine tasks, other than those performed by Hologic during preventative maintenance visits, covered in the operator’s or user’s manual, such as cleaning and maintenance.

• Supply items (including, but not limited to, those items listed in the package insert or manual as “materials required but not provided,” bleach, squirt bottles, paper towels, and other such items that are needed for general use but not specifically by the Equipment) and consumable items.

• Relocation of Equipment.

Note: Labor, travel, and material charges for all of the excluded services will be billed at rates prevailing at the time of service.

Accepted and agreed to this ________________ day of ________________ , 20____;

Customer (by its authorized representative)

Hologic Sales and Service, LLC (by its authorized representative)

Pierre Malboeuf VP, Field Service Americas

Name Title Name Title

Signature Date Signature Date