Contract analysis

1. Scope of Representation The Firm's representation of the Company in connection with the Transaction will include the following services: 1.1 Transaction Documents. Drafting, reviewing, and negotiating the Note Purchase Agreement (the "NPA") and all ancillary transaction documents related thereto, including, without limitation, the form of senior unsecured convertible promissory note, the disclosure schedules to be

2. Engagement Team The following attorneys have been assigned to work on this engagement: 2.1 Responsible Partner. Theodore Langston, Partner, Capital Markets group, San Francisco office. Mr. Langston will have overall supervisory responsibility for the engagement, will serve as the primary relationship partner, and will be available to address significant legal and strategic issues arising in connection with the Tra

3. Fees and Billing 3.1 Fee Arrangement. The Company will be billed for professional services rendered in connection with the engagement on an hourly basis at the then-current hourly rates of the attorneys and other professionals working on the matter. Time is recorded and billed in increments of one-tenth (0.1) of an hour. The Firm does not charge any retainer for this engagement. 3.2 Current Hourly Rates. The curre

4. Client Identification and Conflicts 4.1 Client Identification. The Firm's client in this engagement is Genome Dx Therapeutics Inc., the corporate entity. The Firm does not represent, and will not be deemed to represent, any shareholder, director, officer, employee, or affiliate of the Company in their individual or personal capacities in connection with this engagement. To the extent that any individual associated

5. Confidentiality Calderwood & Harkness will maintain the confidentiality of all information provided by the Company in connection with this engagement, including all non-public, proprietary, financial, technical, scientific, clinical, regulatory, and business information disclosed by the Company or its representatives to the Firm, whether in written, oral, electronic, or other form (collectively, "Confidential Info

6. Document Retention Working papers, correspondence, memoranda, notes, research materials, transaction documents, and other files and records generated or received by the Firm in connection with this engagement (collectively, the "Engagement Files") will be retained by the Firm in accordance with its standard document retention policies then in effect. Following the conclusion of the engagement, whether by completio

7. Communication and Client Contact The primary client contact for this engagement is Priya Raghunathan, J.D., General Counsel & Corporate Secretary of Genome Dx Therapeutics Inc. All significant legal advice, strategic recommendations, and material updates regarding the Transaction will be directed to Ms. Raghunathan in the first instance. In addition, the Firm may communicate directly with Dr. Marcus Avellino, Chie

8. Termination Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination, the Company remains responsible for the payment of all professional fees earned and expenses incurred by the Firm through the date of termination, including any fees and expenses reflected on invoices that have not yet been issued as of the date of termination. Upon termination or

9. Limitation of Liability To the fullest extent permitted by applicable law and the California Rules of Professional Conduct, the aggregate liability of the Firm, its partners, associates, employees, and agents, arising out of or relating to this engagement, whether based on contract, tort, negligence, strict liability, professional malpractice, or any other theory of liability, shall not exceed the total amount of

10. Governing Law This engagement letter, and all rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflict of laws principles thereof that would require the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this engagement letter or the Firm's representation of t

11. Entire Agreement / Amendments This engagement letter, together with the Firm's Standard Terms of Engagement enclosed herewith and incorporated herein by reference, constitutes the entire agreement between the Firm and the Company with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, proposals, understandings, and agreements, whether written or oral