Contract analysis

1. Introduction and Purpose This engagement letter confirms that Calderwood & Harkness LLP is pleased to represent Genome Dx Therapeutics Inc., a Delaware corporation headquartered in San Diego, California, in connection with the development and execution of a comprehensive Medicare coverage and coding strategy for OncoPrecise GXP-47, GDT's proprietary 47-gene expression panel genomic diagnostic test. The Firm has si

2. Description of the Client Our client in this engagement is Genome Dx Therapeutics Inc., a Delaware corporation (EIN: 83-2947156), with its principal place of business at 4720 Torrey Pines Road, Suite 300, San Diego, California 92130. GDT is a clinical-stage molecular diagnostics company specializing in next-generation sequencing ("NGS") based genomic tests for oncology applications. GDT operates a CLIA-certified,

3. Scope of Representation The Firm is engaged to provide legal advisory services related to the Medicare coverage, coding, and reimbursement strategy for GDT's laboratory-developed test, OncoPrecise GXP-47 (the "Test"). OncoPrecise GXP-47 is a 47-gene RNA expression panel performed on formalin-fixed, paraffin-embedded ("FFPE") tumor tissue specimens. The Test produces a composite Therapy Response Index ("TRI") score

4. Engagement Team The Firm will staff this engagement with the following professionals: Miriam Calloway, Partner — Responsible Partner. Ms. Calloway is based in the Firm's Washington, D.C. office at 1700 K Street NW, Suite 900, Washington, DC 20006. She is a member of the Healthcare & Life Sciences practice group and has 28 years of experience in Medicare coverage and reimbursement law, including direct involvement

5. Fees and Billing Arrangements 5.1 Hourly Rates Professional services rendered in connection with this engagement will be billed at the following hourly rates: These rates are the Firm's standard rates for calendar year 2024. Rates are subject to annual adjustment, typically effective January 1 of each year, consistent with the Firm's standard rate-setting practices. The Firm will provide GDT with advance written n

6. Billing and Payment Terms 6.1 Invoice Schedule The Firm will issue invoices on a monthly basis, reflecting professional fees earned and disbursements incurred during the preceding billing period. Invoices will be transmitted electronically to Ms. Nakamura (or such other person as GDT may designate in writing) and will include detailed time entries showing, for each entry, the identity of the timekeeper, the date o

7. Confidentiality All information provided by GDT to the Firm in connection with this engagement, whether provided orally, in writing, or in electronic form, will be treated as confidential by the Firm and its personnel. Such information will be subject to the protections of the attorney-client privilege and/or the work product doctrine, as applicable under the circumstances, and the Firm will take reasonable measur

8. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and the requirements of the applicable rules of professional conduct. Based on the information currently available to the Firm, including the conflicts check conducted against the following parties, the Firm has identified no conflicts of interest that would preclude this engagement: • Genome Dx Therapeutics I

9. Third-Party Coordination The Firm's scope of work under this engagement will involve ongoing coordination with the following third-party advisors that have been independently retained by GDT. The Firm wishes to clarify that none of these third-party advisors are clients of Calderwood & Harkness LLP, and the Firm does not owe any duty of representation, loyalty, or confidentiality to them except as may arise from t

10. Document Retention The Firm will maintain all files related to this engagement — including correspondence, memoranda, work product, research materials, drafts, and final submissions — in accordance with the Firm's standard document retention policy, a copy of which is available upon request. Upon conclusion of the engagement, whether by completion of the scope of work or termination pursuant to Section 11, work p

11. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination by either party, GDT will remain responsible for payment of all professional fees earned and disbursements incurred through the effective date of termination, in accordance with the billing and payment terms set forth in Sections 5 and 6 of this engagement

12. Limitation of Engagement This engagement is limited to the specific scope of representation described in Section 3 of this engagement letter. The Firm's responsibility does not extend beyond the matters specifically described herein, and the Firm is not obligated to monitor legal developments, regulatory changes, or factual circumstances affecting GDT outside the scope of this engagement unless separately agreed.

13. Governing Law This engagement letter will be governed by and construed in accordance with the laws of the District of Columbia, without regard to principles of conflict of laws that might direct the application of the laws of another jurisdiction. Any dispute arising under or in connection with this engagement letter will be subject to the exclusive jurisdiction of the courts of the District of Columbia or, if ap

14. Entire Agreement This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Genome Dx Therapeutics Inc. with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, discussions, negotiations, representations, and understandings, whether oral or written, between the parties, including without limitation the Firm's February 6, 2024 engagement p

15. Acceptance and Execution We would be grateful if you would indicate GDT's acceptance of the terms set forth in this engagement letter by countersigning in the space provided below and returning one fully executed copy to the Firm. A scanned copy transmitted by electronic mail to miriam.calloway@calderwoodharkness.com will be accepted as an original for purposes of confirming the engagement, with original signatur