Contract analysis

Section 1.1 — Defined Terms Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. For purposes of this Agreement, the following terms shall have the meanings set forth below: (a) "Assumed Contracts" means all contracts, agreements, commitments, purchase orders, licenses, leases, subleases, and other legally binding arran

Section 1.2 — Rules of Construction The rules of construction set forth in Section 1.2 of the Purchase Agreement shall apply to this Agreement, mutatis mutandis. References to "Sections," "Articles," and "Schedules" in this Agreement are references to Sections, Articles, and Schedules of this Agreement unless otherwise specified. The headings contained in this Agreement are for convenience of reference only and shall

ARTICLE II — ASSIGNMENT OF ASSUMED CONTRACTS

Section 2.1 — Assignment Effective as of the Closing Date, Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under each of the Assumed Contracts, free and clear of all Encumbrances (other than Permitted Encumbrances, as defined in the Purchase Agreement). The Assumed Contracts include, without limitation, each of the following: (

Section 2.2 — Effective Date of Assignment The assignment of each Assumed Contract effected pursuant to Section 2.1 shall be effective as of the Closing Date, August 8, 2023. From and after the Closing Date, Assignee shall be entitled to exercise all rights and shall be obligated to perform all obligations of Assignor arising under each Assumed Contract to the extent such rights and obligations relate to the period f

Section 2.3 — Third-Party Consents Certain Assumed Contracts require the consent, approval, or authorization of one or more third parties in connection with the assignment of such Assumed Contracts to Assignee. Assignor represents that all material third-party consents required for the valid and effective assignment of the Assumed Contracts have been obtained prior to or as of the Closing Date, including, without lim

ARTICLE III — ASSUMPTION OF ASSUMED LIABILITIES

Section 3.1 — Assumption Effective as of the Closing Date, Assignee hereby irrevocably assumes and agrees to faithfully perform, pay, satisfy, and discharge when due all of the Assumed Liabilities. The Assumed Liabilities include, without limitation, the following: (a) All obligations and liabilities arising under the Assumed Contracts listed on Schedule A hereto from and after the Closing Date (August 8, 2023), incl

Section 3.2 — Excluded Liabilities Nothing in this Agreement shall be construed as an assumption by Assignee of any Excluded Liabilities (as defined in Section 1.1 of this Agreement and Section 2.3 of the Purchase Agreement). For the avoidance of doubt, the following liabilities and obligations shall remain the sole and exclusive responsibility of Assignor, and Assignee shall have no liability or obligation with resp

ARTICLE IV — FURTHER ASSURANCES

Section 4.1 — Cooperation Each Party agrees to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and agreements, and to take, or cause to be taken, such further actions, as may be reasonably necessary or appropriate to effectuate the purposes of this Agreement, the Purchase Agreement, and the transactions contemplated thereby, including, without limitatio

Section 4.2 — Power of Attorney Effective as of the Closing Date, Assignor hereby irrevocably constitutes and appoints Assignee as its true and lawful attorney-in-fact, with full power of substitution and resubstitution, to demand, receive, and collect any and all amounts due and payable under the Assumed Contracts from and after the Closing Date, and to endorse and negotiate any checks, drafts, or other instruments

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Assignor's Representations and Warranties Assignor hereby represents and warrants to Assignee as of the date hereof as follows: (a) Organization and Good Standing. Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its busines

Section 5.2 — Assignee's Representations and Warranties Assignee hereby represents and warrants to Assignor as of the date hereof as follows: (a) Organization and Good Standing. Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its busines

ARTICLE VI — RELATIONSHIP TO PURCHASE AGREEMENT

Section 6.1 — Incorporation of Purchase Agreement This Agreement is entered into and delivered pursuant to, and in furtherance of, the Purchase Agreement. The terms and provisions of the Purchase Agreement, including, without limitation, all representations, warranties, covenants, agreements, conditions, and indemnification obligations contained therein, are hereby incorporated herein by reference and shall continue

Section 6.2 — Conflicts In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall govern and control in all respects.

Section 6.3 — No Third-Party Beneficiaries Except as expressly set forth in the Purchase Agreement (including, without limitation, the rights of indemnified parties thereunder), this Agreement is not intended to, and shall not, confer any rights or remedies upon any Person other than Assignor and Assignee and their respective successors and permitted assigns. No third party shall have any right to enforce any provisi

Section 6.4 — Indemnification The indemnification provisions set forth in Article VIII of the Purchase Agreement shall apply to any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to this Agreement as if such claims arose directly under the Purchase Agreement. Without limiting the generality of the foregoing, the following limitations on indemnification set forth in the Pu

ARTICLE VII — GENERAL PROVISIONS

Section 7.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 7.2 — Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except as expressly permitte

Section 7.3 — Amendment and Waiver This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by each of the Parties hereto. No waiver by any Party of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default. No waiver shall be effective unless it is in writing and signed by the waiving Party.

Section 7.4 — Severability If any provision of this Agreement, or the application thereof to any Person or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect, and the application of such provision to other Persons or circumstances shall not be affected thereby. The Parties shall negotia

Section 7.5 — Entire Agreement This Agreement, together with the Purchase Agreement (including all exhibits, schedules, disclosure schedules, and ancillary documents and agreements delivered in connection therewith, including, without limitation, the Transition Services Agreement, the Bill of Sale, the intellectual Property Assignment Agreement, and all other closing deliverables), constitutes the entire agreement be

Section 7.6 — Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission (including portable document format (.pdf), Brightwater Software, or other electronic signat

Section 7.7 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 11.1 of the Purchase Agreement, addressed as follows: If to Assignor: Genome Dx Therapeutics Inc. 10250 Science Center Drive, Suite 600 San Diego, California 9212

I. Intellectual Property License

III. Customer Contracts All material customer agreements exclusively related to the OncuPath Business, as more particularly described on Disclosure Schedule 4.14 of the Purchase Agreement, including, without limitation, all laboratory services agreements, diagnostic testing agreements, managed care contracts, and payer agreements entered into by Assignor in connection with the OncuPath Business. A complete listing of

IV. Supplier Contracts All material supplier agreements exclusively related to the OncuPath Business, as more particularly described on Disclosure Schedule 4.15 of the Purchase Agreement, including, without limitation, reagent supply agreements, consumables and raw materials procurement agreements, equipment maintenance and service contracts, and shipping and logistics agreements entered into by Assignor in connectio

V. Regulatory-Related Agreements All agreements related to the regulatory clearances and approvals for the OncuPath Business, including, without limitation: (a) All agreements, commitments, and arrangements relating to the three (3) FDA-cleared 510(k) assays bearing clearance numbers K201847, K193215, and K210562, including any related clinical trial agreements, laboratory agreements, and regulatory consulting arrang

VI. Other Commercial Agreements All other distribution agreements, collaboration agreements, joint development agreements, service agreements, consulting agreements, and other commercial agreements exclusively related to the OncuPath Business, as more particularly described on Disclosure Schedule 4.16 of the Purchase Agreement, which is incorporated herein by reference. SCHEDULE B ASSUMED LIABILITIES The following is