Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H" or the "Firm") represents Genome Dx Therapeutics Inc. ("GDT" or the "Seller"), a Delaware corporation headquartered in San Diego, California, as seller's counsel in the proposed divestiture of GDT's non-core OncuPath™ companion diagnostics assay line (the "OncuPath Business") to Meridian Precision Diagnostics, Inc. ("Meridian" or the "Buyer"), a Delaware corporati

II. Transaction Parties A. Seller — Genome Dx Therapeutics Inc. Full Legal Name: Genome Dx Therapeutics Inc. Entity Type and Jurisdiction: Corporation organized and existing under the laws of the State of Delaware. Headquarters: 10250 Science Center Drive, Suite 600, San Diego, California 92121. Employer Identification Number (EIN): 47-3892061. Officers and Directors: • Chief Executive Officer: Dr. Helena Vasquez • C

III. Transaction Structure A. Form of Transaction The proposed transaction is structured as an asset purchase, pursuant to which Meridian will acquire substantially all of the assets, properties, and rights used in or relating to the OncuPath Business, and will assume certain specified liabilities of the OncuPath Business, in each case as set forth in the APA. The transaction is not structured as a stock sale, merger

IV. Purchase Price and Payment Mechanics A. Total Consideration The total aggregate consideration for the Purchased Assets is One Hundred Forty Million Dollars ($140,000,000), consisting of (i) One Hundred Twenty-Six Million Dollars ($126,000,000) in closing cash and (ii) a clinical-milestone earnout of up to Fourteen Million Dollars ($14,000,000), as described below. The total consideration is subject to adjustment

V. Indemnification and Risk Allocation A. Indemnification Cap Seller's aggregate indemnification obligations under the APA for breaches of general representations and warranties shall not exceed twenty percent (20%) of the Total Consideration, or Twenty-Eight Million Dollars ($28,000,000) (the "Cap"). This Cap is consistent with market norms for asset divestitures in the life sciences sector at this transaction size,

VI. Key Covenants A. Non-Competition and Non-Solicitation The APA contains the following restrictive covenants binding on GDT: • Non-Competition: GDT covenants that, for a period of three (3) years following the closing date, neither GDT nor any of its controlled affiliates will, directly or indirectly, engage in, invest in, own, manage, operate, or control any business that competes with the OncuPath Business in the

VII. Closing Conditions A. Regulatory Approvals The obligation of each party to consummate the transactions contemplated by the APA is subject to the satisfaction or waiver of the following regulatory conditions: • Hart-Scott-Rodino Act ("HSR Act"): The parties shall file their respective notifications and report forms under the HSR Act with the Federal Trade Commission ("FTC") and the Antitrust Division of the Depar

VIII. Employee Transfer Matters A total of eighty-three (83) employees of GDT who are dedicated to the OncuPath Business (the "OncuPath Employees") are expected to receive offers of employment from Meridian in connection with the closing of the transaction. The APA provides that Meridian shall extend offers of employment on terms and conditions that are substantially comparable in the aggregate to the terms and condi

IX. Transition Services Agreement In connection with the closing, GDT and Meridian will enter into a Transition Services Agreement (the "TSA"), pursuant to which GDT will provide certain transitional support services to Meridian to facilitate the orderly transfer of the OncuPath Business and to enable Meridian to operate the OncuPath Business on a standalone basis following the closing. The key terms of the TSA are a

X. Intellectual Property The intellectual property assets to be transferred to Meridian as part of the Purchased Assets are among the most valuable components of the OncuPath Business. A summary of the key intellectual property assets is set forth below. Patents and Patent Applications: The Purchased Assets include fourteen (14) issued United States patents and seven (7) pending United States patent applications rela