Contract analysis

1. Grant of Consent Vantage hereby consents to the Assignment of the License Agreement from GDT to Meridian, effective as of the closing date of the transactions contemplated by the APA (such date, the "Effective Date"). This Consent is being granted pursuant to Section 12.3 of the License Agreement and satisfies in full the requirement for Vantage's prior written consent to the Assignment as set forth therein. Upon

2. Assumption of Obligations by Assignee As a material condition of this Consent, and without limiting the generality of Section 1 above, Meridian shall, on or prior to the Effective Date, duly assume and irrevocably agree to be bound by all of the terms, conditions, obligations, restrictions, covenants, and duties of the Licensee under the License Agreement, including, without limitation: (a) all payment obligations

3. Release of Assignor Upon the Effective Date and the valid assumption of the License Agreement by Meridian pursuant to the executed Assignment and Assumption Agreement described in Section 2, GDT shall be released and discharged from all obligations and liabilities arising under the License Agreement from and after the Effective Date, and Vantage shall look solely to Meridian as the Licensee under the License Agree

4. No Modification of License Agreement This Consent does not constitute, and shall not be deemed or construed as, a modification, amendment, supplement, restatement, or waiver of any term, condition, covenant, restriction, right, or obligation set forth in the License Agreement. All terms and conditions of the License Agreement shall remain in full force and effect following the Assignment, without modification or a

5. Representations of Vantage Vantage hereby represents and warrants to each of GDT and Meridian as follows: (a) Organization and Good Standing. Vantage is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts, and has full corporate power and authority to execute, deliver, and perform its obligations under this Consent. (b) Authorization. The executi

6. Notices Following the Effective Date, the notice addresses for the parties under the License Agreement shall be as follows: If to Vantage (Licensor): Vantage Molecular Sciences, Inc. 75 Hayden Avenue Lexington, MA 02421 Attention: Office of the General Counsel Telephone: (781) 402-7500 If to Licensee (Meridian, as successor Licensee): Meridian Precision Diagnostics, Inc. 2400 Meridian Parkway, Suite 300 Durham, NC

7. Counterparts; Electronic Execution This Consent may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Consent by exchange of facsimile or electronically transmitted counterparts bearing the facsimile or electronic signature of a party (including counterparts in portable document f

8. Governing Law This Consent shall be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Massachusetts, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. The parties acknowledge and agree that the choice of governing law set forth in this Section 8 is consistent with Section 13.8 of the License Agreem