Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "APA" means the Asset Purchase Agreement dated as of May 11, 2023, by and between Seller and Buyer, as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms. "Closing Date" means August 8, 2023, the date on which the Closing occurred under the APA. "Companion

Section 1.2 — APA Definitions. All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings given to such terms in the APA. In the event of any conflict between the definitions set forth in this Article I and the definitions set forth in the APA, the definitions in this Article I shall control for purposes of this Agreement.

ARTICLE II — NON-COMPETITION COVENANT

Section 2.1 — Non-Competition Restriction. During the Non-Compete Period, Seller shall not, and Seller shall cause each of its Seller Affiliates not to, directly or indirectly, whether alone or in conjunction with any other Person, whether as principal, agent, partner, member, stockholder, officer, director, employee, consultant, advisor, representative, licensor, licensee, joint venturer, or in any other capacity: (

Section 2.2 — Carve-Outs and Permitted Activities. Notwithstanding the provisions of Section 2.1, the non-competition covenant set forth therein shall not prohibit or restrict any of the following activities: (a) Retained GenoStrat™ Platform. Seller's continued research, development, manufacture, commercialization, marketing, sale, distribution, and operation of its GenoStrat™ liquid biopsy platform and any products,

Section 2.3 — Acknowledgment of Reasonableness. Seller hereby acknowledges and agrees as follows: (a) The scope of the Companion Diagnostics definition, the three (3)-year duration of the Non-Compete Period, and the geographic scope of the Restricted Territory (the United States of America) are each reasonable and necessary to protect Buyer's legitimate business interests, including the goodwill of the OncuPath Busin

ARTICLE III — NON-SOLICITATION COVENANT

Section 3.1 — Non-Solicitation of Transferred Employees. During the Non-Solicitation Period, Seller shall not, and Seller shall cause each of its Seller Affiliates not to, directly or indirectly, whether alone or in conjunction with any other Person: (a) solicit, recruit, hire, retain, or engage (whether as an employee, independent contractor, consultant, temporary worker, or in any other capacity) any Transferred Em

Section 3.2 — Non-Solicitation of OncuPath Customers and Suppliers. During the Non-Solicitation Period, Seller shall not, and Seller shall cause each of its Seller Affiliates not to, directly or indirectly, whether alone or in conjunction with any other Person: (a) solicit, contact, divert, or seek to divert any customer, client, account, or prospective customer of the OncuPath Business (including any pharmaceutical

Section 3.3 — Carve-Outs. Notwithstanding the provisions of Sections 3.1 and 3.2, the non-solicitation restrictions set forth therein shall be subject to the following carve-outs and exceptions: (a) General Advertisements. The non-solicitation restrictions with respect to Transferred Employees shall not apply to general solicitations of employment that are not specifically directed at, targeted toward, or designed to

ARTICLE IV — ENFORCEMENT AND REMEDIES

Section 4.1 — Irreparable Harm; Injunctive Relief. Seller acknowledges and agrees that the covenants and restrictions set forth in Articles II and III of this Agreement are essential to protect Buyer's legitimate business interests in the OncuPath Business and the goodwill acquired thereunder, and that a breach or threatened breach of any such covenant or restriction would cause Buyer immediate and irreparable harm a

Section 4.2 — Extension of Restricted Periods. If Seller or any Seller Affiliate breaches any provision of Article II or Article III, the applicable restricted period (i.e., the Non-Compete Period or the Non-Solicitation Period, as applicable) shall be automatically extended by a period of time equal to the duration of such breach, commencing on the date on which such breach first occurred and ending on the date on w

Section 4.3 — Judicial Modification. If any court of competent jurisdiction determines that any restrictive covenant contained in this Agreement (including any covenant set forth in Article II or Article III) is unenforceable as written because it is too broad in scope, too long in duration, or too expansive in geographic area, the Parties hereby agree and stipulate that such court shall have the power and authority

Section 4.4 — Cumulative Remedies. The rights and remedies provided to Buyer in this Article IV are cumulative and shall be in addition to, and not exclusive of or in substitution for, any other rights or remedies available to Buyer under the APA, at law, or in equity, including without limitation the right to recover actual damages, consequential damages (to the extent not disclaimed), and attorneys' fees and costs

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Seller's Representations and Warranties. Seller hereby represents and warrants to Buyer as of the Closing Date as follows: (a) Organization and Good Standing. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as p

Section 5.2 — Buyer's Representations and Warranties. Buyer hereby represents and warrants to Seller as of the Closing Date as follows: (a) Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as pre

ARTICLE VI — TERM AND TERMINATION

Section 6.1 — Effective Date. This Agreement shall become effective as of the Closing Date (August 8, 2023) and shall remain in effect in accordance with the terms set forth in this Article VI.

Section 6.2 — Expiration. (a) The non-competition covenants set forth in Article II of this Agreement shall expire at 11:59 p.m. Eastern Time on August 8, 2026 (the third (3rd) anniversary of the Closing Date), unless the Non-Compete Period is extended pursuant to Section 4.2 of this Agreement on account of a breach by Seller or any Seller Affiliate of any provision of Article II. (b) The non-solicitation covenants s

Section 6.3 — Survival. The following provisions of this Agreement shall survive the expiration or earlier termination of the restricted periods set forth in Articles II and III and shall continue in full force and effect indefinitely (or, where a specific period is stated, for the duration of such period): Article IV (Enforcement and Remedies), Article VII (Confidentiality), and Article VIII (General Provisions). In

Section 7.1 — Confidentiality Obligations. Without limiting the confidentiality obligations of Seller set forth in Article VII of the APA (which obligations are hereby incorporated herein by reference and shall apply in full to all Confidential Information of the OncuPath Business), Seller covenants and agrees that, from and after the Closing Date, Seller shall not, and shall cause each of its Seller Affiliates, offi

Section 7.2 — Return of Materials. To the extent not previously delivered to Buyer at or prior to the Closing, Seller shall, within thirty (30) days following the Closing Date (or, with respect to materials in the possession of Seller's outside advisors, within sixty (60) days following the Closing Date), return to Buyer or, at Buyer's election, destroy all documents, files, records, electronic media, laboratory note

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Governing Law. This Agreement, and all claims, disputes, or causes of action (whether in contract, tort, or otherwise) arising out of or relating to this Agreement or the negotiation, execution, or performance hereof, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of laws provision or rule (whether

Section 8.2 — Jurisdiction; Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if no state court in the State of Delaware has jurisdiction, the United States Distri

Section 8.3 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTH

Section 8.4 — Assignment. Buyer may, without the prior written consent of Seller, assign this Agreement and any or all of its rights and obligations hereunder to (a) any successor in interest to the OncuPath Business, whether by merger, consolidation, acquisition, reorganization, or sale of all or substantially all of the assets of the OncuPath Business, (b) any direct or indirect subsidiary or affiliate of Buyer, or

Section 8.5 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) one (1) business day after deposit with a nationally recognized overnight courier service (with tracking and proof of delivery), (c) three (3) business days after depo

Section 8.6 — Entire Agreement. This Agreement, together with the APA and the other Transaction Documents (as defined in the APA), including the TSA, the Earnout Agreement, and all exhibits and schedules attached hereto and thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, agre

Section 8.7 — Amendments; Waivers. This Agreement may not be amended, supplemented, or otherwise modified except by a written instrument duly executed by both Parties. No waiver of any provision of this Agreement, or of any right or remedy arising hereunder, shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by either

Section 8.8 — Severability. If any provision of this Agreement, or the application of any such provision to any Person or circumstance, is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or the application of such provision to any ot

Section 8.9 — Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Seller shall cause each Seller Affiliate to comply with the terms and conditions of this Agreement applicable to Seller Affiliates, and Seller shall be jointly and severally liable for any breach of this Agreement by any Seller Affiliate.

Section 8.10 — No Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement; provided, however, tha

Section 8.11 — Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, portable document format (.pdf), or other electronic transmission (including by means of electronic signatures in compliance with the U.S

Section 8.12 — Construction. The headings and captions used in this Agreement are for reference and convenience only and shall not affect the interpretation or construction of this Agreement. The word "including" (and its derivatives, such as "include" and "includes") means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matt

Section 8.13 — Relationship to APA. This Agreement is one of the Transaction Documents contemplated by the APA and is being executed and delivered in connection with and as a condition to the Closing under the APA. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the APA with respect to the restrictive covenants set forth herein (including the non-competitio

I. OncuPath Research & Development (23 Employees)

II. OncuPath Commercial Operations (18 Employees)

III. OncuPath Regulatory Affairs & Quality (14 Employees)

IV. OncuPath Manufacturing & Supply Chain (15 Employees)

V. OncuPath Program Management & Administration (8 Employees) This Schedule A is incorporated into and made a part of the Non-Competition and Non-Solicitation Agreement dated August 8, 2023, by and between Genome Dx Therapeutics Inc. and Meridian Precision Diagnostics, Inc. The information set forth herein was compiled from the employee census included in Schedule 3.15(a) to the Disclosure Schedules to the Asset Purc