Eighth Amendment to Supply Agreement, dated December 31, 2023, by and between the Registrant and Illumina, Inc

Exhibit 10.2.8

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THE SYMBOL “[*]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED

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EIGHT AMENDMENT TO SUPPLY AGREEMENT

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This Eighth Amendment to Supply Agreement (the “Eighth Amendment”) is effective as of the date last signed below (the “Eighth Amendment Date”) between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 (“Illumina”) and Natera, Inc., having a place of business at 201 Industrial Road, Suite 410, San Carlos, CA 94070 (“Customer”).  Customer and Illumina may be referred to herein as “Party” or “Parties.”

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WHEREAS, Illumina and Customer are Parties to a Supply Agreement having an Effective Date of August 16, 2013, and amended on September 18, 2014, September 23, 2015, June 8, 2016, January 3, 2019, December 18, 2019, May 8, 2020, and October 7, 2021 (the “Agreement”);

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WHEREAS, the Parties have agreed upon certain amendments to the Agreement as specified below;

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NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the Parties hereto agree to amend the Agreement as follows:

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r. Short Term Project Discounts.  Subject to the requirements of Section 7.o and all other applicable written terms by and between the Parties, Customer may receive up to a [ * ] percent   ([ * ]%) discount off of the then-current list price for Consumables purchased by Customer for research and development testing and testing for clinical trials (for clarity, Natera’s retrospective and prospective clinical trials shall constitute Special Projects) until the earlier of (i) [ * ], and (ii) the time at which the total discount under this program has reached $[ * ] (i.e., [ * ]% discount on a maximum of $[ * ] in such Consumables purchase). The hereinabove discount program is separate and distinct from any discounts and tiered pricing provided in Exhibit B.

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Customer will receive a credit from Illumina per the following table based on the annualized volume of tests for which an NIPT Test is paid:

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Credit Table

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Exhibit 10.2.8

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THE SYMBOL “[*]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED

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For clarity, the credits under this provision are determined by adding the credits from each tier; the credit for each tier is calculated multiplying the number of NIPT Test conducted in such tier by the applicable Credit Amount per NIPT Test according to the Credit Table above. By way of example, if Customer conducts [ * ] NIPT Tests in a year, Customer will be entitled to a credit equal to [ * ] tests x $[ * ] per NIPT Test [ * ] tests x $[ * ] per NIPT Test = $ [ * ]. The credits earned under this provision will be calculated at the times that NIPT Test Fees are calculated under the Agreement and do not expire. These credits will be applied toward purchases of Consumables by Customer hereunder for use in tests for NIPT Use.

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In the event Customer elects to switch from pricing under Table 3 (with respect to the listed [ * ] skus) or Table 4 (with respect to certain [ * ] (including [ * ] as applicable) skus after [ * ]), as applicable, to universal grid pricing, as set forth under paragraph 28 in the Seventh Amendment, the following discounts shall apply:

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Table 5.A

Exhibit 10.2.8

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THE SYMBOL “[*]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED

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Table 5.B

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The discounts in the category named “Annual Current Contract Year Sequencing Consumable Spend” above will immediately be applied to [ * ].

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For purposes of Table 5.B, “Annual Current Contract Year Sequencing Consumable Spend” equals the total of all amounts invoiced by Illumina and paid by Customer (excluding amounts paid for taxes and shipping, insurance, customs, and other transportation costs) by Illumina to Customer for the purchase of Certain Sequencing Consumables shipped to a particular country under this Agreement during the then-current Contract Year during the Term.

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For the avoidance of doubt, the above Table 5.B is considered a volume-based discount schedule, and the most-favored pricing assurances of Section 7.m will apply, wherein Customer will have access to Volume-Based Net Prices that are no less favorable than the

Exhibit 10.2.8

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THE SYMBOL “[*]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED

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Volume-Based Net Prices provided to an Equivalent customer or to GRAIL for that Supplied Product.

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[Signature page follows]

Exhibit 10.2.8

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THE SYMBOL “[*]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED

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IN WITNESS WHEREOF, the Parties hereto acknowledge and agree to the terms and conditions of this Eighth Amendment and have caused this Agreement to be executed by their respective duly authorized representatives to be effective as of the Eighth Amendment Date.

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Natera, Inc. Illumina, Inc.

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