Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Genome Dx Therapeutics Inc. ("GDT" or the "Company") as outside legal counsel in connection with the proposed divestiture of GDT's OncuPath™ companion diagnostics assay line (the "Transaction"). This letter sets forth the terms and conditions governing our representation of the Company

2. Scope of Representation The Firm will represent GDT as seller's counsel in all material aspects of the proposed divestiture of the OncuPath™ companion diagnostics assay line, which is currently anticipated to be structured as an asset purchase. Our representation will include, but not be limited to, the following: (a) Transaction Structuring. Advising on the structuring of the Transaction, including the determinat

3. Staffing and Responsible Attorneys The Firm will assign the following attorneys to the engagement, subject to adjustment as the needs of the Transaction require: Responsible Partner — James Prentice. James Prentice, a partner in the Firm's Mergers & Acquisitions practice group, will have overall responsibility for the engagement and will serve as the primary relationship partner. Mr. Prentice will oversee all aspe

4. Fee Arrangements Hourly Rates. Fees for legal services rendered in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the attorneys and professional staff assigned to the matter. The Firm's current standard hourly rates are as follows: The specific hourly rate applicable to each individual timekeeper will be reflected on the Firm's monthly invoices. Hourly rates are

5. Conflicts of Interest The Firm has conducted a conflicts of interest check in accordance with its standard procedures and the applicable California Rules of Professional Conduct. Based on the information currently available to the Firm, we have confirmed that Calderwood & Harkness does not currently represent Meridian Precision Diagnostics, Inc. (which has been identified to us as a potential buyer in connection w

6. Confidentiality Calderwood & Harkness will treat all information received from GDT in connection with this engagement as confidential and will not disclose such information to third parties except as authorized by GDT, as required by applicable law or regulation, as compelled by court order or valid legal process, or as permitted by the applicable rules of professional conduct. The Firm will implement reasonable m

7. Document Retention At the conclusion of this engagement, the Firm will retain client files and documents in accordance with Calderwood & Harkness's document retention policies then in effect. Under our current policies, client files are generally retained for a period of ten (10) years following the conclusion of the engagement, after which they may be destroyed without further notice to the client unless the clie

8. Termination of Engagement Either GDT or Calderwood & Harkness may terminate this engagement at any time upon written notice to the other party. Termination by the Firm will be subject to the Firm's obligations under the applicable rules of professional conduct, including any requirement that the Firm obtain leave of any tribunal before which the Firm is appearing on behalf of GDT and that the Firm take reasonable

9. Limitation of Liability To the fullest extent permitted by applicable law and the California Rules of Professional Conduct, the Firm's aggregate liability to GDT arising out of or in connection with this engagement, whether based on contract, tort, negligence, strict liability, or any other legal theory, shall not exceed the total amount of fees actually paid by GDT to Calderwood & Harkness for services rendered u

10. Governing Law and Dispute Resolution This engagement letter and the terms and conditions set forth herein shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. In the event of any dispute, controversy, or claim arising out of or relating to this engagement letter, the services rendered by the Firm hereunder, or any invoice ren

11. Acceptance and Counterparts We are grateful for the opportunity to represent Genome Dx Therapeutics Inc. in connection with this important Transaction, and we look forward to working closely with you, Mr. Kowalski, Dr. Vasquez, and the broader GDT team throughout this process. If the foregoing terms and conditions are acceptable to GDT, please confirm the Company's agreement by signing and returning a copy of thi