Contract analysis

I. Purpose and Confirmation of Matter Closure This letter confirms the formal closure of the above-referenced matter, effective June 3, 2024. We write to provide Genome Dx Therapeutics Inc. ("GDT") with a comprehensive record of the engagement activities undertaken, the work product delivered, the financial status of the matter, and certain important advisories relating to deadlines, ongoing obligations, and the pres

II. Summary of Engagement Activities and Work Product Delivered A detailed and comprehensive catalog of all work product and deliverables produced during the engagement is set forth in the Matter Wind-Down Memorandum dated May 28, 2024, and the accompanying Work Product Index (collectively, the "Wind-Down Package"), which were delivered to your attention under separate cover on that date. The Wind-Down Package should

1. Coding Strategy Memorandum (PLA vs. CPT Analysis) — Delivered March 11, 2024. This memorandum analyzed the relative advantages and disadvantages of pursuing a Proprietary Laboratory Analyses (PLA) code versus a standard Category I CPT code for OncoPrecise GXP-47, and recommended pursuit of the PLA pathway based on timing, procedural, and strategic considerations. The memorandum addressed the AMA CPT Editorial Pane

2. Draft PLA Code Application and Proposed Code Descriptor — Delivered March 22, 2024. The draft PLA code application included all required elements for submission to the AMA CPT Editorial Panel, including the proposed code descriptor, the clinical use case narrative, specimen type and methodology description, laboratory certification documentation, and supporting clinical evidence citations. The proposed code descri

3. Draft Cover Letter for PLA Code Application Submission to AMA CPT Editorial Panel — Prepared in connection with the PLA code application but never sent. This cover letter was finalized in draft form and was ready for execution and submission as of the date of matter closure.

4. Clinical Evidence Gap Analysis Memorandum — Delivered April 15, 2024. This memorandum systematically evaluated the existing body of published clinical evidence supporting the analytical and clinical validity and clinical utility of OncoPrecise GXP-47, mapped that evidence against the evidentiary requirements of the MolDx technical assessment framework and the CFI LCD coverage criteria, and identified specific gaps

5. Revised LCD/MolDx Strategy Memorandum (Recommending Deferral of LCD Filing) — Delivered April 22, 2024. Following the release of the CLARITY-LUNG interim analysis results, we prepared a revised strategy memorandum recommending that GDT defer the planned LCD filing with CFI and the MolDx technical assessment submission to RAS pending the availability of final CLARITY-LUNG trial data. The memorandum analyzed the ris

6. Draft MolDx Technical Assessment Dossier (Version 1.0) — Delivered April 30, 2024. The draft dossier was prepared in the format prescribed by the MolDx technical assessment submission guidelines and included an annotated bibliography of forty-three (43) peer-reviewed publications relevant to the analytical validation, clinical validation, and clinical utility of the OncoPrecise GXP-47 multi-gene panel. The dossier

7. NCD Feasibility Assessment Memorandum — Delivered May 10, 2024. This memorandum assessed the feasibility and strategic advisability of pursuing a national coverage determination for OncoPrecise GXP-47 through CMS, evaluated the procedural pathways available (including formal NCD request, Coverage with Evidence Development, and the Parallel Review process with the FDA), and concluded that the NCD pathway was premat

8. Reimbursement Rate Analysis Memorandum (Crosswalk/Gapfill Pricing) and Supporting Excel Workbook — Delivered May 14, 2024. The memorandum analyzed the expected Medicare reimbursement rate for OncoPrecise GXP-47 under both crosswalk and gapfill pricing methodologies, identified appropriate comparator tests and CPT/PLA codes for crosswalk purposes, modeled projected reimbursement rates under multiple scenarios, and

9. Analysis of Pacific Coast National Bank Milestone Covenant — Delivered May 28, 2024. At GDT's request, we prepared an analysis of Section 7.14 of the Revolving Facility Credit Agreement between GDT and Pacific Coast National Bank ("PCNB") (Ref. PCNB-GDT-RF-2023-0922), which requires GDT to obtain a final Medicare coverage determination for at least one proprietary laboratory-developed test by December 31, 2024. Th

10. Matter Wind-Down Memorandum and Work Product Index — Delivered May 28, 2024. The Wind-Down Memorandum provided a comprehensive narrative summary of the engagement activities, the status of each workstream at the time of closure, and recommendations for preserving GDT's optionality for future reactivation. The Work Product Index cataloged all deliverables, working papers, correspondence, and research materials pro

11. Board Presentation Materials — Prepared for and delivered in advance of the April 9, 2024 GDT Board of Directors meeting. These materials included a slide presentation summarizing the Medicare coverage and coding strategy, the status of each workstream, the clinical evidence landscape, the reimbursement rate projections, and the key risks and contingencies identified by the engagement team. The presentation was d

12. Internal Review Memorandum on Larkfield Health Economics, LLC HEOR Analysis — Prepared at GDT's request, this memorandum provided Calderwood & Harkness's legal and regulatory review of the health economics and outcomes research ("HEOR") analysis prepared by Larkfield Health Economics, LLC ("Larkfield"), under the direction of Dr. Nathan Ostroff, for potential inclusion in the MolDx technical assessment dossier an

III. Pending Deliverables Not Completed Due to the termination of the engagement prior to completion of the full scope of work contemplated under the Engagement Letter, the following items were not completed or submitted: (a) Final PLA Code Application. The PLA code application for OncoPrecise GXP-47 was not submitted to the AMA CPT Editorial Panel. The application was completed in draft form and was ready for final

IV. Work Product Preservation and Document Retention All work product created during the engagement has been cataloged in the Work Product Index delivered to GDT on May 28, 2024, as referenced above. Calderwood & Harkness will retain copies of all engagement files, including correspondence, memoranda, draft submissions, research materials, working papers, internal notes, electronic communications, and all related doc

V. Return of Client Materials To the extent that GDT provided original documents, proprietary data, confidential materials, or other client-owned materials to Calderwood & Harkness during the engagement — including, without limitation, original clinical trial data, laboratory records, internal corporate documents, financial records, or board materials — such materials will be returned to GDT promptly upon request. GD

VI. Financial Summary and Outstanding Balance Set forth below is a summary of the total engagement billing for Matter No. 1043-00002. The final invoice for the engagement, Invoice No. INV-1043-00002-003, covering professional services rendered and disbursements incurred for the period April 15 through June 3, 2024, will be transmitted to GDT under separate cover on or about June 10, 2024. Summary of Invoices: Disburs

VII. Statute of Limitations and Timeliness Considerations IMPORTANT ADVISORY NOTICE: The closure of this matter does not toll, suspend, or otherwise affect any applicable statutes of limitations, regulatory filing deadlines, contractual deadlines, or other time-sensitive obligations that may pertain to GDT's Medicare coverage and coding strategy for OncoPrecise GXP-47 or to GDT's broader business and regulatory oblig

VIII. Cessation of Representation and No Ongoing Obligations Effective June 3, 2024, Calderwood & Harkness has ceased all work on Matter No. 1043-00002 and has no further obligation to perform legal services, provide legal advice, or take any action in connection with this matter. The attorney-client relationship between Calderwood & Harkness and GDT with respect to this matter is concluded as of this date. This clos

IX. Confidentiality Calderwood & Harkness's obligations of confidentiality with respect to GDT's information, proprietary data, and the work product developed during this engagement survive the closure of the matter and continue in full force and effect in accordance with the applicable Rules of Professional Conduct governing the Firm's attorneys, the terms of the Engagement Letter, and any separate confidentiality o

X. Reactivation of Engagement Calderwood & Harkness would welcome the opportunity to resume work on the OncoPrecise GXP-47 Medicare coverage and coding strategy if and when GDT determines to proceed with the commercialization of OncoPrecise GXP-47. The substantial body of work product developed during this engagement provides a strong foundation that could be updated, refined, and finalized at materially reduced cost

XI. Coordination with Other Advisors Calderwood & Harkness has coordinated with Whitford & Sable LLP — specifically Harrison Whitford, Partner, and Danielle Reeves, Senior Associate — GDT's regular outside corporate counsel, regarding the Board's decision to defer the commercial launch of OncoPrecise GXP-47 and the implications for the PCNB milestone covenant. This coordination is reflected in correspondence between

XII. Closing We wish to express our sincere appreciation for GDT's confidence in retaining Calderwood & Harkness for this engagement. It has been a privilege to work with you, Dr. Raval, Mr. Driscoll, and the entire GDT team on the Medicare coverage and coding strategy for OncoPrecise GXP-47. We believe that the work product developed during this engagement positions GDT well for a future reactivation of its reimburs