Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the findings of the intellectual property due diligence review conducted by Calderwood & Harkness LLP in connection with the proposed asset purchase by Meridian Precision Diagnostics, Inc. ("Meridian" or "Buyer") of Genome Dx Therapeutics Inc.'s ("GDT" or "Seller") OncuPath™ companion diagnostics assay line (the "Transaction"). The Transaction is structured as an asset

II. SCOPE OF IP DILIGENCE REVIEW A. Data Room Materials Reviewed Calderwood & Harkness conducted its intellectual property due diligence review primarily through examination of materials uploaded to the virtual data room maintained by Thackeray Solutions (the "Data Room"), which was opened on March 6, 2023. The Data Room contained documents organized by category and indexed by GDT's internal team under the supervisio

1. United States and Foreign Patent Portfolios. All issued United States patents and pending United States patent applications related to the OncuPath™ product line, including patent certificates, prosecution histories, assignment records, maintenance fee receipts, and related correspondence with the United States Patent and Trademark Office ("USPTO"). We also reviewed whether any foreign patent applications or regis

2. Trademark Registrations and Applications. All United States trademark registrations and applications related to the OncuPath™ brand family, including registration certificates, specimens of use, maintenance and renewal filings, and assignment records with the USPTO.

3. Trade Secrets and Proprietary Know-How. Documentation reflecting GDT's trade secret protection programs applicable to the OncuPath™ product line, including policies, access controls, information security protocols, and classification systems for proprietary technical data.

4. Inbound License Agreements. All license agreements pursuant to which GDT has obtained rights from third parties to intellectual property used in or necessary for the OncuPath™ product line, with particular attention to the exclusive license agreement with Vantage Molecular Sciences, Inc.

5. Outbound License Agreements. All license agreements pursuant to which GDT has granted rights to third parties with respect to OncuPath™ intellectual property, including any sublicense agreements, technology access agreements, or research-use licenses.

6. IP Assignment Agreements (Chain of Title). All agreements and instruments by which intellectual property rights in the OncuPath™ portfolio were assigned to GDT, including assignments from individual inventors, assignments from predecessor entities in connection with prior acquisitions, and recordation documents filed with the USPTO.

7. Co-Development and Collaboration Agreements. Any agreements pursuant to which OncuPath™ intellectual property was co-developed or co-owned with third parties, including joint development agreements, collaborative research agreements, and material transfer agreements.

8. Employee and Contractor Invention Assignment and Confidentiality Agreements. Standard form and individually negotiated agreements executed by GDT employees, consultants, and independent contractors engaged in the development, manufacture, or commercialization of OncuPath™ products, including invention assignment agreements, proprietary information and inventions agreements, and non-disclosure agreements.

9. IP-Related Litigation and Proceedings. Records of any pending or threatened patent infringement, trademark infringement, trade secret misappropriation, or other intellectual property disputes involving OncuPath™ technology, including court filings, demand letters, cease-and-desist correspondence, and settlement agreements.

10. Freedom-to-Operate Analyses and Opinion Letters. Internal and external freedom-to-operate analyses, patent landscape assessments, and opinion letters prepared by or for GDT relating to the OncuPath™ product line, including analyses conducted in connection with new product development and regulatory submissions.

11. Regulatory Filings Referencing IP. FDA 510(k) submissions, premarket approval ("PMA") applications and supplements, and related regulatory filings that reference or rely upon OncuPath™ intellectual property, as well as CLIA laboratory accreditation documentation. C. Key Personnel Interviewed In addition to the documentary review, Calderwood & Harkness conducted interviews with the following GDT personnel to suppl

1. Scope Limited to U.S. IP Assets. Our review was limited to United States intellectual property assets. No review of foreign patent, trademark, or other intellectual property rights was conducted, and we understand that GDT did not pursue international IP protection for the OncuPath™ product line.

2. No Independent Prior Art Searches. Calderwood & Harkness did not conduct independent prior art searches, patentability analyses, or validity assessments with respect to any issued patent or pending application in the OncuPath™ portfolio. Our review was limited to the prosecution history files and existing analyses provided in the Data Room.

3. Reliance on Data Room Materials and Management Representations. Our findings are based on the materials provided in the Data Room and the representations made by GDT management during interviews. We have not independently verified all factual assertions and have relied upon the completeness and accuracy of the information provided.

4. No Independent Freedom-to-Operate Analysis. Calderwood & Harkness did not conduct an independent freedom-to-operate search or analysis. Our discussion of freedom-to-operate matters in this memorandum is based on our review of GDT's existing internal FTO analyses and opinion letters.

5. Date Limitation. This memorandum reflects the state of the IP portfolio and related matters as of mid-April 2023. Developments occurring after that date, including but not limited to new patent office actions, regulatory actions, or third-party claims, are not reflected unless specifically noted.

III. PATENT PORTFOLIO A. Overview The OncuPath™ patent portfolio consists of fourteen (14) issued United States patents and seven (7) pending United States patent applications, all of which relate exclusively to the OncuPath™ companion diagnostics assay technology. These patents and applications collectively provide protection for the core technical platform underlying the OncuPath™ product line, including assay chem

1. OncuPath Core Assay Technology Patents (Probe-Based Hybridization Methods). This family includes patents covering the fundamental probe-based hybridization methods that form the technical backbone of all OncuPath™ assays. These patents claim novel probe architectures, hybridization reaction conditions, and detection methodologies that differentiate the OncuPath™ platform from competing diagnostic assay technologie

2. OncuPath-HER3™-Specific Patents (HER3 Biomarker Detection and Companion Diagnostic Methodology). This family includes patents specifically directed to the detection of HER3 biomarker expression and the application of OncuPath™ technology as a companion diagnostic for HER3-targeted therapies. These patents are of particular significance to the Transaction given the pending PMA supplement (P230014) for OncuPath-HER3

3. OncuPath-GENOMARK™ Patents (Multi-Gene Expression Profiling). This family includes patents covering the OncuPath-GENOMARK™ multi-gene expression profiling technology, which enables simultaneous analysis of multiple biomarker gene expression levels in a single assay run. The GENOMARK™ technology is embodied in one of the three currently FDA-cleared OncuPath™ assays.

4. Manufacturing Process Patents (Assay Kit Production). This family includes patents covering proprietary manufacturing processes for the production of OncuPath™ assay kits, including probe synthesis, reagent formulation, quality control testing methodologies, and kit assembly processes conducted at GDT's manufacturing and kitting facility in Carlsbad, California. C. Pending Patent Applications (7) A detailed listin

IV. TRADEMARK PORTFOLIO A. Registered Trademarks (3) The OncuPath™ trademark portfolio consists of three (3) registered United States trademarks, each of which is recorded at the USPTO in the name of Genome Dx Therapeutics Inc. The registered marks are as follows:

1. OncuPath™ • USPTO Registration No.: 5,847,321 • Registration Date: September 3, 2019 • Next Renewal Deadline: September 3, 2029 • International Classes: Class 5 (diagnostic reagents and assay kits for clinical use); Class 10 (medical diagnostic apparatus and instruments) • Registered Owner: Genome Dx Therapeutics Inc. • Status: Active; all maintenance and renewal filings are current. Section 8 affidavit of continu

2. OncuPath-HER3™ • USPTO Registration No.: 6,412,088 • Registration Date: June 14, 2022 • Next Renewal Deadline: June 14, 2028 (Section 8 Declaration due between fifth and sixth year after registration) • International Classes: Class 5 (companion diagnostic assay kits for identifying patients for HER3-targeted therapy); Class 42 (diagnostic testing services) • Registered Owner: Genome Dx Therapeutics Inc. • Status:

3. OncuPath-GENOMARK™ • USPTO Registration No.: 6,118,754 • Registration Date: August 10, 2021 • Next Renewal Deadline: August 10, 2027 (Section 8 Declaration due between fifth and sixth year after registration) • International Classes: Class 5 (multi-gene expression profiling diagnostic kits); Class 42 (genetic testing and diagnostic analysis services) • Registered Owner: Genome Dx Therapeutics Inc. • Status: Active

V. TRADE SECRETS AND PROPRIETARY KNOW-HOW A. Overview of Trade Secret Assets GDT maintains significant proprietary know-how related to the OncuPath™ companion diagnostics assay line. This know-how encompasses a broad range of technical, manufacturing, quality control, and clinical validation information that has been developed by GDT and its employees over the course of the OncuPath™ program. Trade secrets and propri

1. Employee Invention Assignment and Confidentiality Agreements. GDT utilizes a standard-form Proprietary Information and Inventions Assignment Agreement ("PIIA") for all employees. We reviewed the standard form and confirmed that it includes provisions requiring employees to: (a) maintain the confidentiality of all proprietary information during and after employment; (b) assign to GDT all inventions and intellectual

2. Contractor and Consultant Non-Disclosure Agreements. GDT requires all independent contractors, consultants, and third-party service providers with access to OncuPath™ proprietary information to execute non-disclosure agreements ("NDAs") prior to receiving access to confidential information. We reviewed key consultant agreements identified in the Data Room and confirmed that all contain IP assignment and work-for-h

3. Physical and Digital Access Controls. GDT maintains physical and digital access controls at its two OncuPath™ facilities: (a) OncuPath Reference Laboratory: 4820 Towne Centre Drive, Suite 200, San Diego, California 92121. This facility houses the CLIA-accredited reference laboratory where OncuPath™ clinical testing is performed. Access is controlled by key-card entry systems, and laboratory areas containing propri

VI. IN-BOUND LICENSE AGREEMENTS A. Vantage Molecular Sciences, Inc. — Exclusive License Agreement

1. Overview. The most significant in-bound license agreement in the OncuPath™ portfolio is the Exclusive License Agreement dated September 12, 2019 (the "Vantage License") between Vantage Molecular Sciences, Inc. ("Vantage"), a Massachusetts corporation with principal offices at 75 Hayden Avenue, Lexington, Massachusetts 02421, as licensor, and Genome Dx Therapeutics Inc., as licensee.

2. Scope of License The Vantage License grants GDT an exclusive license under Vantage's proprietary probe-labeling technology for use in the development, manufacture, and commercialization of the OncuPath™ companion diagnostic assays. The licensed technology relates to a specific class of fluorescent probe-labeling chemistries that enable the signal amplification functionality critical to the sensitivity and specific

3. Territory. The license is limited to the United States, which is consistent with the geographic scope of GDT's OncuPath™ commercialization activities.

4. Term. The term of the Vantage License is co-extensive with the life of the licensed patents. The Vantage License will remain in effect until the expiration, invalidation, or abandonment of the last to expire of the Vantage patents covered by the license. Based on our review of the licensed patent schedule attached to the Vantage License, the latest patent expiration date currently anticipated is in 2037.

5. Royalty and Payment Obligations Under the Vantage License, GDT is obligated to pay Vantage a running royalty based on net sales of OncuPath™ products incorporating the licensed probe-labeling technology. The royalty rate is a mid-single-digit percentage of net sales, subject to certain minimum annual royalty payments. As of the date of this review, GDT has confirmed that all royalty and minimum payment obligations

6. Assignment Provision — Consent Requirement

Section 12.4 of the Vantage License contains an anti-assignment provision that requires the prior written consent of Vantage for any assignment of the license, whether by operation of law or otherwise. The provision states, in relevant part: "This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delaye

7. Status of Consent As of the date of this memorandum, consent from Vantage has not yet been obtained. Calderwood & Harkness has initiated outreach to Vantage's legal department and outside counsel to begin the consent negotiation process. We anticipate that Vantage will consent to the assignment, given the "not unreasonably withheld" standard in the agreement and Meridian's strong financial profile and established

8. Critical Importance and Recommendation The Vantage License is essential to the manufacture and sale of OncuPath™ assays. Without the rights granted under the Vantage License, Meridian would be unable to manufacture, use, or sell the OncuPath™ products in their current form, as the Vantage probe-labeling technology is a core component of the assay platform. Failure to obtain consent from Vantage prior to closing wo

1. Non-Exclusive License from Ostrander & Co. GDT holds a non-exclusive license from Ostrander & Co. for the use of certain sequencing-related reference materials in connection with the quality control validation of OncuPath™ assay kits. This license is non-exclusive, fully paid-up, and perpetual, and does not contain an anti-assignment provision. No consent is required for its transfer to Meridian.

2. Non-Exclusive Software License from BioCompute Systems, LLC. GDT holds a non-exclusive license from BioCompute Systems, LLC for the use of a proprietary data analysis software module used in the OncuPath-GENOMARK™ multi-gene expression profiling workflow. This license is subject to annual renewal and contains a standard anti-assignment clause requiring prior written consent of BioCompute Systems for assignment. We

VII. OUT-BOUND LICENSE AGREEMENTS Our review of the Data Room materials identified a limited number of out-bound license arrangements with respect to OncuPath™ intellectual property:

1. Research-Use License to Johns Hopkins University Applied Physics Laboratory. GDT has granted a non-exclusive, non-sublicensable, royalty-free research-use license to The Johns Hopkins University Applied Physics Laboratory for the use of certain OncuPath™ assay reagents and protocols in connection with a federally funded biodefense research project. This license is limited to non-commercial research use and expires

2. Evaluation Agreement with Crestline Holdings. GDT has entered into an evaluation agreement with Bramwell Industries ("Crestline Holdings") pursuant to which Crestline Holdings has been granted a limited, non-exclusive, time-limited right to evaluate OncuPath-GENOMARK™ assay kits for potential inclusion in Crestline Holdings's test menu. The evaluation period is scheduled to conclude on June 30, 2023. This agreemen

VIII. CHAIN OF TITLE ANALYSIS A. Patent Chain of Title We conducted a chain-of-title analysis for all fourteen (14) issued patents and seven (7) pending patent applications in the OncuPath™ portfolio. Our analysis included a review of the following: • Employee invention assignment agreements for all named inventors on the OncuPath™ patents and applications; • Assignment instruments recorded at the USPTO; • Assignment

IX. FREEDOM-TO-OPERATE CONSIDERATIONS A. Scope of FTO Review Calderwood & Harkness reviewed GDT's internal freedom-to-operate ("FTO") analyses prepared by GDT's patent prosecution counsel in connection with the commercialization of the OncuPath™ product line. As noted in Section II.D above, Calderwood & Harkness did not conduct an independent FTO search or analysis. Our discussion in this section is based entirely on

1. FDA-Cleared OncuPath™ Assays GDT's FTO analyses cover the three currently FDA-cleared OncuPath™ assays (510(k) Nos. K201847, K193215, and K210562). For these three products, GDT's internal analysis concluded that no material freedom-to-operate issues exist. The analyses identified certain third-party patents in adjacent technology areas but concluded that the OncuPath™ assays as currently commercialized do not inf

2. OncuPath-HER3™ (Pending PMA Supplement) The FTO landscape for OncuPath-HER3™ is more complex. The HER3 biomarker companion diagnostic space has attracted significant patent filing activity from multiple industry participants, academic institutions, and patent assertion entities. GDT's internal FTO analysis for OncuPath-HER3™ identified several third-party patents with claims that touch upon HER3 biomarker detectio

3. Absence of Third-Party Claims We confirmed that GDT has not received any cease-and-desist letters, demand letters, patent infringement claims, or other assertions of intellectual property rights from any third party relating to any OncuPath™ product or technology. This includes the OncuPath-HER3™ product currently under FDA review. C. Recommendations

1. Disclosure. The Buyer should be made aware of the FTO landscape for OncuPath-HER3™. Relevant third-party patents identified in GDT's internal FTO analyses should be disclosed in the Disclosure Schedules to the APA to ensure that Seller's representations regarding non-infringement are appropriately qualified.

2. Representations and Warranties. Seller's representations and warranties regarding freedom to operate and non-infringement in the APA should include appropriate knowledge qualifiers (e.g., "to the Knowledge of Seller") and should reference the Disclosure Schedules where FTO matters are listed.

3. Independent Analysis. Buyer may wish to conduct its own independent FTO analysis for OncuPath-HER3™ prior to or promptly following closing, particularly in light of the earnout milestones tied to regulatory approval and commercialization of this product.

X. IP-RELATED LITIGATION AND DISPUTES Based on our review of the Data Room materials and the representations made by GDT management during interviews, we identified the following with respect to IP-related litigation and disputes: • No pending patent infringement litigation involving any OncuPath™ patent, whether as plaintiff or defendant. • No pending trademark infringement litigation involving any OncuPath™ tradema

XI. REGULATORY FILINGS REFERENCING OncuPath™ IP A. FDA-Cleared Devices The OncuPath™ portfolio includes three companion diagnostic assays that have received 510(k) clearance from the FDA: These 510(k) clearances reference certain OncuPath™ patents and proprietary technology in their submissions, establishing a linkage between the regulatory clearances and the underlying intellectual property portfolio. B. Pending PMA

XII. EMPLOYEE AND CONTRACTOR IP ASSIGNMENT MATTERS A. Employee Agreements As discussed in Section V.B above, GDT utilizes a standard-form Proprietary Information and Inventions Assignment Agreement ("PIIA") for all employees. Our review of the standard form and a sample of individually executed PIIAs confirmed that the agreements include comprehensive invention assignment, confidentiality, and cooperation provisions.

XIII. ENCUMBRANCES AND SECURITY INTERESTS A. UCC Searches Calderwood & Harkness conducted Uniform Commercial Code ("UCC") lien searches in the following jurisdictions: • Delaware — State of incorporation of Genome Dx Therapeutics Inc. • California — State of GDT's headquarters and principal facility locations (San Diego and Carlsbad). The UCC searches were conducted to identify any financing statements filed against

XIV. KEY FINDINGS AND RECOMMENDATIONS A. Strengths of the OncuPath™ IP Portfolio Based on our review, the OncuPath™ intellectual property portfolio exhibits the following strengths:

1. Well-Maintained Patent Portfolio. All fourteen (14) issued patents are in force, with current maintenance fees and no lapsed or abandoned patents. The portfolio provides broad coverage of the OncuPath™ assay technology, including core platform technologies, product-specific innovations, and manufacturing processes.