Contract analysis

Section 1.1 — Definitions. As used in this Assignment, the following terms shall have the meanings set forth below: (a) "Assignor" means Genome Dx Therapeutics Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office located at 10250 Science Center Drive, Suite 600, San Diego, California 92121. (b) "Assignee" means Meridian Precision Diagnostics, Inc., a corpo

Section 1.2 — Purchase Agreement Definitions. Capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the Purchase Agreement. All references herein to "Articles," "Sections," and "Exhibits" shall refer to Articles, Sections, and Exhibits of this Assignment, unless expressly stated otherwise.

Section 2.1 — Assignment of Sublease. Effective as of the Effective Date, Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers unto Assignee all of Assignor's right, title, and interest in, to, and under the Sublease, including, without limitation: (a) all of Assignor's rights to occupy, use, and enjoy the Premises in accordance with the terms and conditions of the Sublease, together with

Section 2.2 — Delivery of Sublease Documents. On or prior to the Effective Date, Assignor shall deliver to Assignee a true, complete, and correct copy of the Sublease, together with all amendments, modifications, supplements, side letters, estoppel certificates, and other documents or instruments related thereto in Assignor's possession or control. Assignor represents that the copy of the Sublease attached hereto as

Section 3.1 — Assumption of Obligations. Effective as of the Effective Date, Assignee hereby irrevocably assumes and agrees to observe, perform, discharge, and fulfill all obligations, duties, covenants, and liabilities of Assignor, in its capacity as subtenant, under the Sublease, arising on or after the Effective Date through and including the Expiration Date of December 31, 2025, or such later date as the Sublease

Section 3.2 — Pre-Closing Obligations Retained by Assignor. Notwithstanding anything to the contrary contained in this Assignment, Assignor shall retain and remain solely responsible for all obligations, liabilities, defaults, and breaches under the Sublease arising, accruing, or attributable to the period prior to the Effective Date. Such retained obligations constitute Excluded Liabilities under the Purchase Agreem

Section 3.3 — Proration of Rent and Expenses. Rent, additional rent, and all other periodic charges, assessments, and expenses under the Sublease for the calendar month or other applicable period in which the Effective Date falls shall be prorated between Assignor and Assignee as of 12:01 a.m. Eastern Time on the Effective Date, based on the actual number of days in such period. Assignor shall be responsible for its

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby represents and warrants to Assignee as of the Effective Date as follows:

Section 4.1 — Authority. Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business and in good standing in the State of California. Assignor has full corporate power and authority to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance

Section 4.2 — Valid and Binding Sublease. The Sublease is in full force and effect as of the Effective Date and has not been terminated, cancelled, or materially modified except as reflected in the documents attached hereto as Exhibit A. The Sublease constitutes a valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms. As of the Effective Date, Assignor is not in default u

Section 4.3 — No Prior Assignment. Assignor has not previously assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of its interest in the Sublease or any portion thereof to any third party, nor has Assignor granted any option, right of first refusal, or other right with respect to the Sublease to any third party, in each case except as expressly contemplated by the Purchase Agreement and t

Section 4.4 — Consents. All consents, approvals, authorizations, or waivers of any third party (including the sublessor and, if applicable, the master landlord) required under the terms of the Sublease, the master lease, or applicable law for the valid and effective assignment of the Sublease to Assignee as contemplated by this Assignment have been duly obtained in writing and remain in full force and effect as of th

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE Assignee hereby represents and warrants to Assignor as of the Effective Date as follows:

Section 5.1 — Authority. Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business and in good standing in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification. Assignee has full corporate power and authority to execute, deliver, and perform this Assign

Section 5.2 — Acceptance of Premises. Assignee acknowledges and agrees that it has conducted or has had the opportunity to conduct its own independent investigation, inspection, and evaluation of the Premises and that Assignee is accepting the Premises in its current "AS-IS, WHERE-IS" condition and state of repair as of the Effective Date, without any representation or warranty by Assignor (whether express or implied

Section 6.1 — Assignor's Indemnification. Subject to the terms, conditions, limitations, and procedures set forth in Article IX of the Purchase Agreement (including, without limitation, the indemnification provisions, caps, baskets, and survival limitations therein), Assignor shall indemnify, defend, and hold harmless Assignee and its officers, directors, employees, agents, successors, and assigns (collectively, the

Section 6.2 — Assignee's Indemnification. Assignee shall indemnify, defend, and hold harmless Assignor and its officers, directors, employees, agents, successors, and assigns (collectively, the "Assignor Indemnified Parties") from and against any and all Losses arising out of, relating to, or resulting from: (a) any breach by Assignee of any representation or warranty made by Assignee in this Assignment; (b) any brea

Section 6.3 — Exclusive Remedy. Except in the case of fraud or willful misconduct, the indemnification provisions set forth in this Article 6 and in Article IX of the Purchase Agreement shall constitute the sole and exclusive remedy of the Parties and their respective Indemnified Parties with respect to any Losses arising out of or relating to this Assignment or the Sublease, and each Party hereby waives, to the full

ARTICLE 7 — RELATIONSHIP TO PURCHASE AGREEMENT

Section 7.1 — Incorporation by Reference. This Assignment is made pursuant to, and is subject in all respects to, the terms, conditions, representations, warranties, covenants, and other provisions of the Purchase Agreement. The Purchase Agreement is hereby incorporated herein by this reference to the extent necessary to give effect to the provisions of this Assignment. In the event of any conflict, inconsistency, or

Section 7.2 — No Expansion of Representations or Warranties. Nothing in this Assignment shall be deemed or construed to create, expand, supplement, or otherwise modify the scope of Assignor's or Assignee's representations, warranties, covenants, agreements, or indemnification obligations beyond those expressly set forth in the Purchase Agreement. This Assignment is intended solely to effectuate the assignment and ass

ARTICLE 8 — TRANSITION SERVICES

Section 8.1 — Transition Services Agreement. The Parties acknowledge and agree that, concurrently with the execution and delivery of this Assignment, Assignor and Assignee have entered into that certain Transition Services Agreement, dated as of August 8, 2023 (the "TSA"), pursuant to which Assignor has agreed to provide to Assignee certain information technology, facilities management, and human resources/payroll su

Section 8.2 — Access to Premises. To the extent that any services to be provided by Assignor under the TSA are performed at, require access to, or otherwise relate to the Premises, Assignee shall provide Assignor and Assignor's designated personnel, contractors, and agents with reasonable access to the Premises during normal business hours (or at such other times as may be mutually agreed upon by the Parties) for the

Section 9.1 — Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (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. This governing la

Section 9.2 — Binding Effect; Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, permitted assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign its rights or obligations under this Assignment to any third party without the prior written consent of the other Party, except in connec

Section 9.3 — Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The delivery of an executed counterpart of this Assignment by electronic transmission, including by facsimile or by portable document format (PDF) file transmitted via electronic mail, shall be deemed to be, a

Section 9.4 — Entire Agreement. This Assignment, together with the Purchase Agreement, the TSA, and the other ancillary agreements, certificates, schedules, exhibits, and instruments contemplated by the Purchase Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, representations, un

Section 9.5 — Amendment; Waiver. This Assignment may not be amended, modified, restated, or supplemented in any respect except by a written instrument duly executed by both Assignor and Assignee. No waiver by any Party of any provision of this Assignment or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid or effective unless set forth in a written

Section 9.6 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 11.1 of the Purchase Agreement. For purposes of this Assignment, notices shall be directed to the Parties at the following addresses (or at such other address

Section 9.7 — Severability. If any provision of this Assignment, or the application thereof to any Person or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Assignment shall continue in full force and effect. In suc

Section 9.8 — Further Assurances. Each Party agrees to execute, acknowledge, and deliver, or to cause to be executed, acknowledged, and delivered, such additional documents, instruments, conveyances, and assurances, and to take or cause to be taken such further actions, as may be reasonably requested by the other Party and as may be reasonably necessary or desirable to carry out and effectuate the purposes and intent

1. Street Address: 925 Industrial Court, Carlsbad, California 92010

2. Description of Use: The Premises consist of manufacturing and kitting space used exclusively in connection with the OncuPath™ companion diagnostics assay line (the "OncuPath Business"). The operations conducted at the Premises include, without limitation, the manufacturing, assembly, quality control testing, packaging, labeling, and kitting of OncuPath™ companion diagnostic assay kits for distribution to clinical

3. Distinction from Other OncuPath Facilities: The Premises described herein at 925 Industrial Court, Carlsbad, California 92010 are distinct from, and should not be confused with, the OncuPath™ reference laboratory and research and development facility located at 4820 Towne Centre Drive, Suite 200, San Diego, California 92121 (the "Towne Centre Facility"). The Towne Centre Facility was separately assigned to Assigne

4. Site Identification: The Premises are situated within the Carlsbad Industrial Court business park in the City of Carlsbad, County of San Diego, State of California. The legal description of the property on which the Premises are located is as set forth in the Sublease and the underlying master lease, copies of which have been provided to Assignee. [End of Exhibit B] Item | Description Premises Address | 925 Indust