Foundation Medicine/Roche Binding Term Sheet for an In Vitro Diagnostics Collaboration

The Parties will use commercially reasonable efforts to (i) negotiate, in good faith, the terms of the Definitive Agreement, which shall reflect additional detail with respect to the terms and conditions set forth in this Binding Term Sheet, as well as any other terms and conditions as the Parties may mutually agree, and (ii) enter into such Definitive Agreement as soon as practicable after the Effective Date, but no later than one (1) year after the closing of a series of transactions between the Parties and/or their respective affiliates entered contemporaneously on the Effective Date (which period may be extended by mutual written agreement of the Parties).

In addition to the foregoing, FMI shall […***…] if Roche so requests, enter into the Definitive Agreement with Roche no later than […***…] thereafter on the terms set forth herein, including any terms required by the terms and conditions set forth in the section entitled “Roche MFN”. If FMI and Roche are unable to agree to any additional terms of such Definitive Agreement within such […***…] period, then the Parties shall refer such dispute to the JMC (as defined below), which shall have […***…] to resolve such dispute by consensus. If there are any matters not resolved by the JMC within such […***…] period, then the Parties shall each select and agree upon a mutually acceptable independent third party expert who is neutral, disinterested and impartial, and has significant relevant experience in the development and commercialization of diagnostic products (each, an “Expert”). Each Expert shall within […***…] select a third Expert to form a panel of three (3) Experts (“Panel”). The date on which such Panel is selected will be the “Arbitration Commencement Date.” Each Party shall within […***…] following the Arbitration Commencement Date prepare and deliver to both the Panel and the other Party its proposed terms that have not been agreed (collectively, the “Arbitration Offer”) to resolve the disputed matter and a memorandum (the “Supporting Memorandum”) in support thereof; provided that such Arbitration Offer shall be on the same or substantially similar terms as the last offer made by such Party to the other Party during the initial […***…] period. The Panel will also be provided with a copy of this Binding Term Sheet and any agreements that are relevant to interpretation of the terms and conditions set forth in the section entitled “Roche MFN”. Within

JRDC will be addressed by the JMC, (iv) unresolved issues at the JMC will be addressed by the CEOs of Roche and FMI (or their designees), and (v) issues not resolved by the CEOs shall be resolved by […***…]. For clarity, for purposes of the foregoing governance and dispute resolution terms and conditions, but subject to the terms and conditions set forth in the section entitled “Roche MFN” below, (a) neither Party may unilaterally exercise deciding authority to compel the other Party to pursue development and commercialization of any IVD Kit Product (including any Roche IVD Kit Product), and (b) any such development and commercialization of any such IVD Kit Product (or Roche IVD Kit Product) under the IVD Collaboration shall require mutual agreement of the Parties.

For the purposes of this Binding Term Sheet, “Collaboration Agreement” means that certain Collaboration Agreement entered into between the Parties concurrently with this Binding Term Sheet relating to the use of FMI’s molecular information platform and the development of immunotherapy, circulating tumor DNA and companion diagnostics platforms.

The JRDC shall establish a working group (the “IVD Development Working Group”) to oversee the activities contemplated under each IVD Agreement.

The IVD Development Working Group will make recommendations to the JRDC regarding planned IVD Collaboration activities between Roche and FMI and related budgets. Further authorities might be granted to the IVD Development Working Group by the JRDC.

Notwithstanding the Definitive Agreement Term, if the Parties execute an agreement specifically governing the development, manufacture, use and commercialization of any IVD Kit Product (defined below) (each such agreement, an “IVD Agreement”), the initial term of each such IVD Agreement with respect to such IVD Kit Product shall be five (5) years (the “Initial IVD Agreement Term”) from the date of execution thereof. Such Initial IVD Agreement Term may be extended by Roche, at its option, for one additional three (3) year period during any period of time in which the Aggregate Ownership Percentage (as defined in the Investor Rights Agreement) of Roche and its affiliates is at least fifty percent (50.1%) (it being understood that this requirement is subject to Section 4.04 of the Investor Rights Agreement)(the Initial IVD Agreement Term and any such extension are together referred to as the “IVD Agreement Term”). For clarity, the IVD Agreement Term shall be determined on an IVD Kit Product-by-IVD Kit Product basis.

For the avoidance of doubt, notwithstanding anything in this Binding Term Sheet to the contrary, if any IVD Kit Product is developed under any IVD Agreement during the applicable IVD Agreement Term, the right of Roche to manufacture, distribute and sell such IVD Kit Product shall continue for as long as such IVD Kit Product is commercialized by or on behalf of Roche or any of its affiliates, subject to applicable ongoing terms established in such IVD Agreement, including the payment of any royalties, milestones and similar payments.

Termination provisions of the Definitive Agreement, including consequences of termination, will be set forth in the Definitive Agreement.

The Parties will work non-exclusively with each other in the development of IVD Kit Products, provided, however, FMI shall work exclusively with Roche with regard to Roche IVD Kit Products (as defined below). For clarity, subject to the terms and conditions of this Binding Term Sheet (including the terms and conditions set forth in the section entitled “Roche MFN”), both Parties are free to explore and execute kit development and commercialization internally or with third parties on other platforms, provided, however, FMI shall not develop internally or with a third party IVD Kit Products for or using any Roche Platform (as defined below) without the prior written consent of Roche.

In furtherance of the foregoing, the rights granted by FMI to Roche under the this Binding Term Sheet, the Definitive Agreement and each IVD Agreement shall be (A) exclusive with respect to (1) Roche IVD Kit Products, (2) Roche Platforms and (3) any IVD Kit Products within any Roche Exclusive Field (collectively, “Roche Exclusive Products”) and (B) otherwise non-exclusive. For the avoidance of doubt, FMI and its affiliates shall work exclusively with Roche in the development and commercialization of Roche Exclusive Products, and neither FMI nor any of its affiliates shall compete with Roche or any of its affiliates with respect to any Roche Exclusive Field. FMI shall not, and shall cause its affiliates not to, grant any third party any rights with respect to any IVD Kit Product that conflict with or otherwise limit any of the rights granted (or contemplated to be granted) to Roche and its affiliates under this Binding Term Sheet, the Definitive Agreement or any IVD Agreement.

For the purposes of this Binding Term Sheet, the Definitive Agreement and each IVD Agreement, (x) “Roche IVD Kit Product” means any IVD Kit Product that utilizes a Roche Platform, (y) “Roche Platform” means any sequencing platform owned or controlled by Roche or any of its affiliates, and (z) “Roche Exclusive Field” means any designated IVD Kit Product field (including disease indication) as the Parties may mutually agree.

Subject to the terms and conditions of this Binding Term Sheet (including the terms and conditions set forth in the section entitled “Roche MFN” and, with respect to FMI, the terms and conditions set forth in the section entitled “Efforts to Negotiate and Enter into Agreement” with respect to the occurrence of a “Trigger Event”), […***…].

This Binding Term Sheet and the Definitive Agreement - as a framework agreement - will enable one or more IVD Agreements governing IVD Kit Product development and commercialization to be agreed between the Parties and will govern matters on an IVD Kit Product-by-IVD Kit Product basis.

Any IVD Agreement will contain provisions that:

•   The Parties, through the IVD Development Working Group, will discuss and align on overall strategy, development, and marketing plans for Roche Exclusive Products;

•   Roche will develop Roche Exclusive Products and be the legal manufacturer of such Roche Exclusive Products;

•   Specify […***…] under any such IVD Agreement.

•   Roche […***…] of development for Roche Exclusive Products;

•   Roche will be granted exclusive, sublicensable and assignable rights (including intellectual property rights) to manufacture, use, distribute, sell, offer for sale, import and otherwise commercialize Roche Exclusive Products in the United States and/or outside of the United States;

•   FMI will provide analytical, interpretation, and reporting services for samples processed using Roche Exclusive Products or alternatively will enable Roche to use, directly and on a non-sublicensable basis, FMI’s database for analysis, interpretation, and reporting purposes, and Roche […***…] related to such Roche Exclusive Products, if any;

•   FMI will be entitled […***…] of Roche Exclusive Products;

•   FMI will be entitled […***…] related to Roche Exclusive Products, […***…] of the development of such Roche Exclusive Products;

•   […***…], and

•   Governance provisions will be as set forth above.

Each IVD Agreement shall define additional terms, including a work plan and budget.

Research and Platform Development:

FMI will provide genomic analysis, interpretation expertise, and application support in connection with the development of the Roche Platform for use in clinical cancer profiling, on terms to be mutually agreed by the Parties (such activities are hereinafter “FMI Development Obligations”).

Roche Platform Development:

Roche shall control the development of the Roche Platform, […***…] of any FMI Development Obligations.

FMI acknowledges and agrees that the rights granted and contemplated to be granted to Roche and its affiliates with respect to IVD Kit Products under this Binding Term Sheet, the Definitive Agreement and each IVD Agreement are and shall be, when considered as part of an integrated whole, no less favorable to Roche and its affiliates than any terms and conditions granted by FMI or any of its affiliates to any third party with respect to the development, commercialization or other exploitation of any IVD Kit Product.

If, at any time after the Effective Date, FMI or any of its affiliates enters into any agreement (“Third Party Agreement”) with any third party pursuant to which FMI or any of its affiliates grants such third party any right to develop, commercialize or otherwise exploit any IVD Kit Product and such agreement includes any terms or conditions that are more favorable, when taken as a whole, than those provided to Roche and its affiliates under this Binding Term Sheet, the Definitive Agreement or any IVD Agreement (“More Favorable Provisions”), then FMI shall promptly provide written notice thereof to Roche, and Roche may elect, at its discretion, to receive the benefit of such More Favorable Provisions under the Definitive Agreement and each IVD Agreement, whether then in effect or entered into thereafter (it being understood that, if no Definitive Agreement has been entered into between the Parties at the time such More Favorable Provisions have been provided to any such third party, a Trigger Event shall be deemed to have occurred). Upon any such election by Roche, the Definitive Agreement and each IVD Agreement, as applicable, shall automatically be deemed to have been amended and modified such that, from the date on which any such More Favorable Provisions are first so provided to a third party and thereafter, Roche and its affiliates shall be provided such More

Favorable Provisions (it being understood that, if Roche elects to accept such More Favorable Provisions with respect to any Definitive Agreement or IVD Agreement in which the Relevant Terms thereof are materially different than the Relevant Terms of the Third Party Agreement, the Parties shall, in good faith, use commercially reasonable efforts to modify such More Favorable Provisions in a manner that accounts for such difference).

For the purposes of this Binding Term Sheet, the Definitive Agreement and each IVD Agreement, “Relevant Terms” means, with respect to any agreement for the development, commercialization or other exploitation of IVD Kit Products, the (i) scope of work to be pursued thereunder, including the type and number of IVD Kit Products to be developed, (ii) geographic scope of such development, commercialization or other exploitation, (iii) […***…] and (iv) […***…].

Notwithstanding anything in this Binding Term Sheet, the Definitive Agreement or any IVD Agreement to the contrary, neither FMI nor any of its affiliates shall take any action designed or intended to evade, frustrate or otherwise circumvent the intent or purpose of this section.

/s/ Steven J. Kafka

/s/ Christian Hebich

/s/ Roland Diggelmann