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ASSIGNMENT AND ASSUMPTION AGREEMENT

Dated as of August 8, 2023

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered into as of August 8, 2023 (the "Closing Date"), pursuant to that certain Asset Purchase Agreement, dated as of May 11, 2023 (the "Purchase Agreement"), by and between:

GENOME DX THERAPEUTICS INC., a Delaware corporation (the "Seller" or "Assignor"), with its principal office located at 10250 Science Center Drive, Suite 600, San Diego, California 92121;

and

MERIDIAN PRECISION DIAGNOSTICS, INC., a Delaware corporation (the "Buyer" or "Assignee"), with its principal office located at 2400 Meridian Parkway, Suite 300, Durham, North Carolina 27713.

Each of Assignor and Assignee is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Assignor and Assignee are parties to that certain Asset Purchase Agreement, dated as of May 11, 2023 (the "Purchase Agreement"), pursuant to which Assignor has agreed to sell, transfer, convey, and assign to Assignee, and Assignee has agreed to purchase and assume from Assignor, certain assets, contracts, and liabilities related to Assignor's OncuPath™ companion diagnostics assay line (collectively, the "OncuPath Business"), for total aggregate consideration of One Hundred Forty Million Dollars ($140,000,000), comprising One Hundred Twenty-Six Million Dollars ($126,000,000) in closing cash consideration and up to Fourteen Million Dollars ($14,000,000) in earnout payments, subject to the terms and conditions set forth in the Purchase Agreement;

WHEREAS, pursuant to Article II of the Purchase Agreement, Assignor is required to execute and deliver this Assignment and Assumption Agreement to Assignee at the Closing to effectuate the assignment of the Assumed Contracts and the assumption of the Assumed Liabilities (each as defined in the Purchase Agreement and as further described herein); and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms

Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) "Assumed Contracts" means all contracts, agreements, commitments, purchase orders, licenses, leases, subleases, and other legally binding arrangements exclusively related to the OncuPath Business that Assignee is assuming pursuant to Article II of the Purchase Agreement, including, without limitation, those contracts, agreements, and commitments listed on Schedule A attached hereto and incorporated herein by reference.

(b) "Assumed Liabilities" means all liabilities and obligations arising under the Assumed Contracts and otherwise related to the OncuPath Business from and after the Closing Date, as more particularly described in Section 2.2 of the Purchase Agreement, and as listed on Schedule B attached hereto and incorporated herein by reference.

(c) "Excluded Liabilities" means all liabilities and obligations that do not constitute Assumed Liabilities, including, without limitation, (i) all pre-Closing Date liabilities and obligations of Assignor, (ii) any litigation pending as of the Closing Date, (iii) employee benefit obligations for employees of Assignor who are not Transferred Employees, (iv) environmental liabilities arising at or relating to facilities of Assignor that are not conveyed to Assignee pursuant to the Purchase Agreement, and (v) all other liabilities and obligations specifically designated as Excluded Liabilities under Section 2.3 of the Purchase Agreement.

(d) "Closing Date" means August 8, 2023.

(e) "Purchase Agreement" means the Asset Purchase Agreement, dated as of May 11, 2023, by and between Assignor and Assignee, as the same may be amended, modified, or supplemented from time to time in accordance with its terms.

Section 1.2 — Rules of Construction

The rules of construction set forth in Section 1.2 of the Purchase Agreement shall apply to this Agreement, mutatis mutandis. References to "Sections," "Articles," and "Schedules" in this Agreement are references to Sections, Articles, and Schedules of this Agreement unless otherwise specified. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

ARTICLE II — ASSIGNMENT OF ASSUMED CONTRACTS

Section 2.1 — Assignment

Effective as of the Closing Date, Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under each of the Assumed Contracts, free and clear of all Encumbrances (other than Permitted Encumbrances, as defined in the Purchase Agreement). The Assumed Contracts include, without limitation, each of the following:

(a) Vantage License Agreement. That certain Exclusive License Agreement, dated September 12, 2019, by and between Assignor and Vantage Molecular Sciences, Inc., a Massachusetts corporation, with offices at 75 Hayden Avenue, Lexington, Massachusetts 02421, for probe-labeling technology used in OncuPath assays (the "Vantage License"). The assignment of the Vantage License is made with the written consent of Vantage Molecular Sciences, Inc., as evidenced by that certain Consent to Assignment letter dated July 14, 2023, a copy of which is attached to the Purchase Agreement as Exhibit D-1.

(b) Towne Centre Lease. That certain Lease Agreement for premises located at 4820 Towne Centre Drive, Suite 200, San Diego, California 92121 (the OncuPath reference laboratory and research and development facility), by and between Assignor, as tenant, and Towne Centre Properties LLC, a California limited liability company, as landlord, as amended or modified through the date hereof. The assignment of the Towne Centre Lease is made with the written consent of Towne Centre Properties LLC, as landlord, as evidenced by that certain landlord consent letter dated July 28, 2023, a copy of which is attached to the Purchase Agreement as Exhibit D-2.

(c) Carlsbad Sublease. That certain Sublease Agreement for premises located at 925 Industrial Court, Carlsbad, California 92010 (the OncuPath manufacturing and kitting space), subleased from Assignor to Assignee, with a term expiring December 31, 2025, on the terms and conditions set forth therein.

(d) Other Assumed Contracts. All customer contracts, supplier agreements, distribution agreements, collaboration agreements, service agreements, and other commercial agreements exclusively related to the OncuPath Business, as set forth on Schedule A attached hereto and incorporated herein by reference.

The foregoing assignments are made subject to the terms and conditions of the respective Assumed Contracts and the Purchase Agreement. A complete list of all Assumed Contracts is set forth on Schedule A attached hereto, which Schedule A is incorporated herein by reference and made a part of this Agreement for all purposes.

Section 2.2 — Effective Date of Assignment

The assignment of each Assumed Contract effected pursuant to Section 2.1 shall be effective as of the Closing Date, August 8, 2023. From and after the Closing Date, Assignee shall be entitled to exercise all rights and shall be obligated to perform all obligations of Assignor arising under each Assumed Contract to the extent such rights and obligations relate to the period from and after the Closing Date, except as otherwise expressly provided in the Purchase Agreement or the applicable Assumed Contract.

Section 2.3 — Third-Party Consents

Certain Assumed Contracts require the consent, approval, or authorization of one or more third parties in connection with the assignment of such Assumed Contracts to Assignee. Assignor represents that all material third-party consents required for the valid and effective assignment of the Assumed Contracts have been obtained prior to or as of the Closing Date, including, without limitation:

(a) the consent of Vantage Molecular Sciences, Inc. to the assignment of the Vantage License, as set forth in that certain Consent to Assignment letter dated July 14, 2023; and

(b) the consent of Towne Centre Properties LLC to the assignment of the Towne Centre Lease, as set forth in that certain landlord consent letter dated July 28, 2023.

To the extent that any Assumed Contract is not assignable without the consent of a third party and such consent has not been obtained as of the Closing Date, notwithstanding any other provision of this Agreement, this Agreement shall not constitute an assignment or attempted assignment of such Assumed Contract if such assignment or attempted assignment would constitute a breach or violation thereof or give rise to any right of termination, acceleration, or loss of benefits thereunder. With respect to any such non-assignable Assumed Contract, the provisions of Section 2.5 of the Purchase Agreement shall govern, including, without limitation, Assignor's obligations to (i) use commercially reasonable efforts to obtain the required consent as promptly as practicable following the Closing Date, (ii) cooperate with Assignee to establish alternative arrangements reasonably satisfactory to Assignee (including subcontracting, subleasing, or other agency arrangements) designed to provide Assignee with the economic benefits and obligations of such Assumed Contract, and (iii) enforce, at the request and expense of Assignee, any rights of Assignor arising under such Assumed Contract against the applicable third party.

ARTICLE III — ASSUMPTION OF ASSUMED LIABILITIES

Section 3.1 — Assumption

Effective as of the Closing Date, Assignee hereby irrevocably assumes and agrees to faithfully perform, pay, satisfy, and discharge when due all of the Assumed Liabilities. The Assumed Liabilities include, without limitation, the following:

(a) All obligations and liabilities arising under the Assumed Contracts listed on Schedule A hereto from and after the Closing Date (August 8, 2023), including, without limitation, all payment obligations, performance obligations, indemnification obligations, and other duties and responsibilities of Assignor under such Assumed Contracts to the extent attributable to periods from and after the Closing Date.

(b) All post-Closing Date trade payables of the OncuPath Business, including amounts payable to suppliers, vendors, and service providers for goods and services ordered, delivered, or rendered in connection with the OncuPath Business on or after the Closing Date.

(c) All product warranty claims, product liability claims, and product return obligations relating to OncuPath assays shipped, sold, distributed, or otherwise delivered to customers on or after the Closing Date, including any obligations under applicable product warranties, guarantees, or similar commitments made by Assignee following the Closing Date.

(d) All other liabilities and obligations specifically identified and designated as Assumed Liabilities under Section 2.2 of the Purchase Agreement and as set forth on Schedule B attached hereto and incorporated herein by reference.

Assignee's assumption of the Assumed Liabilities shall be absolute and unconditional, and Assignee shall indemnify and hold harmless Assignor from and against any and all losses, damages, claims, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Assignee's failure to perform, pay, or discharge any Assumed Liability in accordance with its terms.

Section 3.2 — Excluded Liabilities

Nothing in this Agreement shall be construed as an assumption by Assignee of any Excluded Liabilities (as defined in Section 1.1 of this Agreement and Section 2.3 of the Purchase Agreement). For the avoidance of doubt, the following liabilities and obligations shall remain the sole and exclusive responsibility of Assignor, and Assignee shall have no liability or obligation with respect thereto:

(a) All liabilities and obligations of Assignor arising prior to the Closing Date, including, without limitation, any accounts payable, accrued expenses, deferred revenue, or other obligations attributable to periods prior to the Closing Date.

(b) Any litigation, arbitration, administrative proceeding, investigation, or other legal matter pending or threatened as of the Closing Date, including, without limitation, all costs, judgments, settlements, and expenses related thereto.

(c) All employee benefit obligations, including obligations under employee benefit plans, pension plans, deferred compensation arrangements, severance obligations, and retention payments, for employees of Assignor who are not Transferred Employees. Of the eighty-three (83) OncuPath Business employees who received offers of employment from Assignee, seventy-eight (78) accepted such offers and became Transferred Employees as of the Closing Date. All obligations with respect to the five (5) employees who did not accept offers of employment shall remain with Assignor.

(d) All environmental liabilities, remediation obligations, compliance costs, and related expenses arising at or relating to facilities of Assignor that are not conveyed to Assignee, including, without limitation, Assignor's principal offices and any other facilities retained by Assignor following the Closing.

(e) All liabilities relating to Excluded Assets (as defined in the Purchase Agreement), including, without limitation, all liabilities associated with the GenoStrat™ liquid biopsy platform and all other retained businesses of Assignor, corporate-level cash and cash equivalents of Assignor, tax refunds attributable to pre-Closing Date periods, and Assignor's corporate name, trademarks, and other intellectual property rights outside the OncuPath brand family.

Assignor shall remain solely responsible for the payment, performance, and discharge of all Excluded Liabilities and shall indemnify and hold harmless Assignee from and against any and all losses, damages, claims, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any Excluded Liability.

ARTICLE IV — FURTHER ASSURANCES

Section 4.1 — Cooperation

Each Party agrees to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and agreements, and to take, or cause to be taken, such further actions, as may be reasonably necessary or appropriate to effectuate the purposes of this Agreement, the Purchase Agreement, and the transactions contemplated thereby, including, without limitation, the transfer of any permits, licenses, or authorizations required in connection with the assignment of the Assumed Contracts and the assumption of the Assumed Liabilities. Each Party shall cooperate fully with the other Party and shall use commercially reasonable efforts to assist the other Party in connection with any filings, notifications, or other submissions required to be made with any Governmental Authority in connection with the transactions contemplated hereby.

Without limiting the generality of the foregoing, Assignor acknowledges and agrees that, pursuant to that certain Transition Services Agreement, dated as of August 8, 2023 (the "Transition Services Agreement"), by and between Assignor and Assignee, Assignor shall provide certain transition support services to Assignee for a period of up to nine (9) months following the Closing Date, covering information technology, facilities management, and human resources and payroll administration services, at Assignor's cost plus a markup of five percent (5%), all as more particularly described in the Transition Services Agreement. Assignor shall perform the transition services in accordance with the terms and conditions of the Transition Services Agreement and shall cooperate with Assignee in good faith to ensure an orderly transition of the OncuPath Business.

Section 4.2 — Power of Attorney

Effective as of the Closing Date, Assignor hereby irrevocably constitutes and appoints Assignee as its true and lawful attorney-in-fact, with full power of substitution and resubstitution, to demand, receive, and collect any and all amounts due and payable under the Assumed Contracts from and after the Closing Date, and to endorse and negotiate any checks, drafts, or other instruments payable to Assignor in respect of such amounts, and to take any and all actions reasonably necessary or appropriate in connection with the foregoing, in each case in Assignor's name or in Assignee's name, as Assignee may determine in its sole discretion. This power of attorney is coupled with an interest and shall be irrevocable. Assignor shall promptly remit to Assignee any payments received by Assignor from and after the Closing Date that relate to the Assumed Contracts or the OncuPath Business. Assignor hereby ratifies and confirms all actions that Assignee may lawfully take or cause to be taken pursuant to this Section 4.2.

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Assignor's Representations and Warranties

Assignor hereby represents and warrants to Assignee as of the date hereof as follows:

(a) Organization and Good Standing. Assignor 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 conduct its business as presently conducted.

(b) Authority. Assignor has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Assignor have been duly authorized by all necessary corporate action on the part of Assignor.

(c) Due Authorization. This Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Assignor, including approval by Assignor's board of directors obtained on May 8, 2023, and no other corporate proceedings on the part of Assignor are necessary to authorize this Agreement or the transactions contemplated hereby.

(d) Enforceability. This Agreement has been duly executed and delivered by Assignor and constitutes a valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 5.2 — Assignee's Representations and Warranties

Assignee hereby represents and warrants to Assignor as of the date hereof as follows:

(a) Organization and Good Standing. Assignee 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 conduct its business as presently conducted.

(b) Authority. Assignee has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Assignee have been duly authorized by all necessary corporate action on the part of Assignee.

(c) Due Authorization. This Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Assignee, including approval by Assignee's board of directors obtained on May 10, 2023, and no other corporate proceedings on the part of Assignee are necessary to authorize this Agreement or the transactions contemplated hereby.

(d) Enforceability. This Agreement has been duly executed and delivered by Assignee and constitutes a valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

ARTICLE VI — RELATIONSHIP TO PURCHASE AGREEMENT

Section 6.1 — Incorporation of Purchase Agreement

This Agreement is entered into and delivered pursuant to, and in furtherance of, the Purchase Agreement. The terms and provisions of the Purchase Agreement, including, without limitation, all representations, warranties, covenants, agreements, conditions, and indemnification obligations contained therein, are hereby incorporated herein by reference and shall continue in full force and effect in accordance with their respective terms. Nothing in this Agreement is intended to, nor shall it be construed to, expand, limit, modify, or otherwise alter any of the rights, obligations, representations, warranties, covenants, or agreements set forth in the Purchase Agreement, except as expressly set forth herein.

Section 6.2 — Conflicts

In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall govern and control in all respects.

Section 6.3 — No Third-Party Beneficiaries

Except as expressly set forth in the Purchase Agreement (including, without limitation, the rights of indemnified parties thereunder), this Agreement is not intended to, and shall not, confer any rights or remedies upon any Person other than Assignor and Assignee and their respective successors and permitted assigns. No third party shall have any right to enforce any provision of this Agreement or to assert any claim arising hereunder.

Section 6.4 — Indemnification

The indemnification provisions set forth in Article VIII of the Purchase Agreement shall apply to any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to this Agreement as if such claims arose directly under the Purchase Agreement. Without limiting the generality of the foregoing, the following limitations on indemnification set forth in the Purchase Agreement shall apply to claims arising under or in connection with this Agreement:

(a) The aggregate indemnification cap of Twenty-Eight Million Dollars ($28,000,000) (representing twenty percent (20%) of the aggregate purchase price);

(b) The tipping basket threshold of One Million Four Hundred Thousand Dollars ($1,400,000) (representing one percent (1%) of the aggregate purchase price), such that the indemnifying party shall not be liable for any indemnification claims unless and until the aggregate amount of all such claims equals or exceeds the tipping basket threshold, at which point the indemnifying party shall be liable for the full amount of all such claims from the first dollar;

(c) The de minimis threshold of Seventy-Five Thousand Dollars ($75,000), such that no individual claim with a value of less than Seventy-Five Thousand Dollars ($75,000) shall be counted toward the tipping basket or otherwise be subject to indemnification; and

(d) The survival period of eighteen (18) months following the Closing Date, expiring on February 8, 2025, for all representations and warranties (other than Fundamental Representations, which shall survive for the applicable statute of limitations period, as set forth in the Purchase Agreement).

ARTICLE VII — GENERAL PROVISIONS

Section 7.1 — Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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.

Section 7.2 — Successors and Assigns

This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except as expressly permitted under the Purchase Agreement.

Section 7.3 — Amendment and Waiver

This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by each of the Parties hereto. No waiver by any Party of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default. No waiver shall be effective unless it is in writing and signed by the waiving Party.

Section 7.4 — Severability

If any provision of this Agreement, or the application thereof to any Person or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect, and the application of such provision to other Persons or circumstances shall not be affected thereby. The Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely approximates the intent and economic effect of the invalid, illegal, or unenforceable provision.

Section 7.5 — Entire Agreement

This Agreement, together with the Purchase Agreement (including all exhibits, schedules, disclosure schedules, and ancillary documents and agreements delivered in connection therewith, including, without limitation, the Transition Services Agreement, the Bill of Sale, the intellectual Property Assignment Agreement, and all other closing deliverables), constitutes the entire agreement between the Parties with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether written or oral, relating to such subject matter.

Section 7.6 — Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission (including portable document format (.pdf), Brightwater Software, or other electronic signature technology compliant with the federal ESIGN Act and the Uniform Electronic Transactions Act) shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 7.7 — 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 delivered in accordance with the notice provisions set forth in Section 11.1 of the Purchase Agreement, addressed as follows:

If to Assignor:

Genome Dx Therapeutics Inc. 10250 Science Center Drive, Suite 600 San Diego, California 92121

Attention: Rebecca Chiang, General Counsel

Email: rchiang@genomedx.com

with a copy to (which shall not constitute notice):

Calderwood & Harkness LLP 555 South Hope Street, Suite 4400 Los Angeles, California 90071

Attention: James Prentice

Email: jprentice@calderwoodharkness.com

If to Assignee:

Meridian Precision Diagnostics, Inc. 2400 Meridian Parkway, Suite 300 Durham, North Carolina 27713

Attention: David Pruitt, General Counsel

Email: dpruitt@meridianprecision.com

with a copy to (which shall not constitute notice):

Whitfield Sayer & Gregg LLP 200 South Tryon Street, Suite 2800 Charlotte, North Carolina 28202

Attention: Jonathan Whitfield

Email: jwhitfield@whitfieldsayer.com

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Assignment and Assumption Agreement to be duly executed and delivered as of the date first written above.

ASSIGNOR:

GENOME DX THERAPEUTICS INC.

By: ________

Name: Martin Kowalski

Title: Chief Financial Officer

Date: August 8, 2023

ASSIGNEE:

MERIDIAN PRECISION DIAGNOSTICS, INC.

By: ________

Name: Angela Rossi

Title: Chief Financial Officer

Date: August 8, 2023

SCHEDULE A

ASSUMED CONTRACTS

The following is a complete list of all Assumed Contracts assigned by Assignor to Assignee pursuant to this Assignment and Assumption Agreement, organized by category. Except as otherwise noted, all contracts listed below are assigned effective as of the Closing Date (August 8, 2023).

I. Intellectual Property License

II. Real Property Leases

III. Customer Contracts

All material customer agreements exclusively related to the OncuPath Business, as more particularly described on Disclosure Schedule 4.14 of the Purchase Agreement, including, without limitation, all laboratory services agreements, diagnostic testing agreements, managed care contracts, and payer agreements entered into by Assignor in connection with the OncuPath Business. A complete listing of all such customer contracts, including counterparty names, effective dates, and key terms, is set forth on Disclosure Schedule 4.14 of the Purchase Agreement, which is incorporated herein by reference.

IV. Supplier Contracts

All material supplier agreements exclusively related to the OncuPath Business, as more particularly described on Disclosure Schedule 4.15 of the Purchase Agreement, including, without limitation, reagent supply agreements, consumables and raw materials procurement agreements, equipment maintenance and service contracts, and shipping and logistics agreements entered into by Assignor in connection with the OncuPath Business. A complete listing of all such supplier contracts, including counterparty names, effective dates, and key terms, is set forth on Disclosure Schedule 4.15 of the Purchase Agreement, which is incorporated herein by reference.

V. Regulatory-Related Agreements

All agreements related to the regulatory clearances and approvals for the OncuPath Business, including, without limitation:

(a) All agreements, commitments, and arrangements relating to the three (3) FDA-cleared 510(k) assays bearing clearance numbers K201847, K193215, and K210562, including any related clinical trial agreements, laboratory agreements, and regulatory consulting arrangements;

(b) All agreements, commitments, and arrangements relating to the pending OncuPath-HER3™ Premarket Approval (PMA) supplement, bearing FDA submission number P230014, submitted to the U.S. Food and Drug Administration on January 30, 2023, including any related clinical trial agreements, clinical site agreements, data management agreements, and regulatory consulting arrangements; and

(c) All agreements with contract research organizations, clinical laboratories, and other third parties supporting regulatory compliance and quality assurance activities for the OncuPath Business.

Note: The CLIA certificate of accreditation (CLIA ID: 05D2178493) for the OncuPath reference laboratory located at 4820 Towne Centre Drive, Suite 200, San Diego, California 92121, is referenced herein for context with respect to the transferred regulatory obligations associated with the OncuPath Business. The Parties acknowledge that transfer of the CLIA certificate is subject to the applicable requirements of the Centers for Medicare & Medicaid Services.

VI. Other Commercial Agreements

All other distribution agreements, collaboration agreements, joint development agreements, service agreements, consulting agreements, and other commercial agreements exclusively related to the OncuPath Business, as more particularly described on Disclosure Schedule 4.16 of the Purchase Agreement, which is incorporated herein by reference.

SCHEDULE B

ASSUMED LIABILITIES

The following is a complete list of all Assumed Liabilities assumed by Assignee pursuant to this Assignment and Assumption Agreement. Except as otherwise noted, all liabilities listed below are assumed effective as of the Closing Date (August 8, 2023).

(a) Obligations Under Assumed Contracts. All obligations and liabilities arising under the Assumed Contracts listed on Schedule A hereto from and after the Closing Date (August 8, 2023), including, without limitation, all payment obligations, performance obligations, indemnification obligations, and other duties and responsibilities of Assignor under such Assumed Contracts to the extent attributable to periods from and after the Closing Date. For the avoidance of doubt, this includes all lease payments, license fees, royalty obligations, purchase commitments, and other periodic obligations accruing from and after the Closing Date.

(b) Post-Closing Trade Payables. All trade payables and accounts payable of the OncuPath Business arising from the purchase of goods, materials, supplies, and services ordered, received, or rendered on or after the Closing Date, including amounts owed to suppliers, vendors, contract manufacturers, logistics providers, and other third parties in connection with the ongoing operation of the OncuPath Business following the Closing.

(c) Product Warranty Claims. All product warranty claims, product return obligations, and product exchange obligations relating to OncuPath assays shipped, sold, distributed, or otherwise delivered to customers on or after the Closing Date. For the avoidance of doubt, product warranty claims relating to OncuPath assays shipped prior to the Closing Date shall remain the responsibility of Assignor as an Excluded Liability.

(d) Transferred Employee Obligations. All obligations and liabilities with respect to the seventy-eight (78) Transferred Employees arising from and after the Closing Date, including, without limitation, all salary, wages, bonus, commission, benefits, and other compensation obligations accruing from and after the Closing Date. Of the eighty-three (83) offers of employment extended by Assignee to OncuPath Business employees, seventy-eight (78) employees accepted such offers and became Transferred Employees. All obligations with respect to the five (5) employees who did not accept offers of employment from Assignee shall remain the sole responsibility of Assignor.

(e) Other Assumed Liabilities. All other liabilities and obligations expressly designated as Assumed Liabilities under Section 2.2 of the Purchase Agreement, including, without limitation, any liabilities specifically identified as Assumed Liabilities in the Disclosure Schedules to the Purchase Agreement.

Explicit Exclusion: For the avoidance of doubt, all Excluded Liabilities as defined in Section 2.3 of the Purchase Agreement and Section 3.2 of this Agreement shall remain the sole and exclusive responsibility of Assignor and are not assumed by Assignee pursuant to this Agreement. The Assumed Liabilities set forth on this Schedule B are subject in all respects to the definitions, limitations, and qualifications set forth in the Purchase Agreement.

[End of Schedule B]

No.	Contract	Counterparty	Date	Description	Consent Status
1	Exclusive License Agreement	Vantage Molecular Sciences, Inc. (a Massachusetts corporation, 75 Hayden Avenue, Lexington, MA 02421)	September 12, 2019	Exclusive license for probe-labeling technology used in OncuPath assays	Consent to Assignment obtained July 14, 2023
No.	Contract	Counterparty / Landlord	Premises	Expiration	Consent Status
2	Lease Agreement	Towne Centre Properties LLC (a California limited liability company)	4820 Towne Centre Drive, Suite 200, San Diego, CA 92121 (OncuPath reference laboratory and R&D facility)	Per lease terms	Landlord consent obtained July 28, 2023
3	Sublease Agreement	Subleased from Assignor	925 Industrial Court, Carlsbad, CA 92010 (OncuPath manufacturing and kitting space)	December 31, 2025	N/A — direct sublease from Assignor

ASSIGNMENT AND ASSUMPTION AGREEMENT
Dated as of August 8, 2023
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered into as of August 8, 2023 (the "Closing Date"), pursuant to that certain Asset Purchase Agreement, dated as of May 11, 2023 (the "Purchase Agreement"), by and between:
GENOME DX THERAPEUTICS INC., a Delaware corporation (the "Seller" or "Assignor"), with its principal office located at 10250 Science Center Drive, Suite 600, San Diego, California 92121;
and
MERIDIAN PRECISION DIAGNOSTICS, INC., a Delaware corporation (the "Buyer" or "Assignee"), with its principal office located at 2400 Meridian Parkway, Suite 300, Durham, North Carolina 27713.
Each of Assignor and Assignee is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Assignor and Assignee are parties to that certain Asset Purchase Agreement, dated as of May 11, 2023 (the "Purchase Agreement"), pursuant to which Assignor has agreed to sell, transfer, convey, and assign to Assignee, and Assignee has agreed to purchase and assume from Assignor, certain assets, contracts, and liabilities related to Assignor's OncuPath™ companion diagnostics assay line (collectively, the "OncuPath Business"), for total aggregate consideration of One Hundred Forty Million Dollars ($140,000,000), comprising One Hundred Twenty-Six Million Dollars ($126,000,000) in closing cash consideration and up to Fourteen Million Dollars ($14,000,000) in earnout payments, subject to the terms and conditions set forth in the Purchase Agreement;
WHEREAS, pursuant to Article II of the Purchase Agreement, Assignor is required to execute and deliver this Assignment and Assumption Agreement to Assignee at the Closing to effectuate the assignment of the Assumed Contracts and the assumption of the Assumed Liabilities (each as defined in the Purchase Agreement and as further described herein); and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. For purposes of this Agreement, the following terms shall have the meanings set forth below:
(a) "Assumed Contracts" means all contracts, agreements, commitments, purchase orders, licenses, leases, subleases, and other legally binding arrangements exclusively related to the OncuPath Business that Assignee is assuming pursuant to Article II of the Purchase Agreement, including, without limitation, those contracts, agreements, and commitments listed on Schedule A attached hereto and incorporated herein by reference.
(b) "Assumed Liabilities" means all liabilities and obligations arising under the Assumed Contracts and otherwise related to the OncuPath Business from and after the Closing Date, as more particularly described in Section 2.2 of the Purchase Agreement, and as listed on Schedule B attached hereto and incorporated herein by reference.
(c) "Excluded Liabilities" means all liabilities and obligations that do not constitute Assumed Liabilities, including, without limitation, (i) all pre-Closing Date liabilities and obligations of Assignor, (ii) any litigation pending as of the Closing Date, (iii) employee benefit obligations for employees of Assignor who are not Transferred Employees, (iv) environmental liabilities arising at or relating to facilities of Assignor that are not conveyed to Assignee pursuant to the Purchase Agreement, and (v) all other liabilities and obligations specifically designated as Excluded Liabilities under Section 2.3 of the Purchase Agreement.
(d) "Closing Date" means August 8, 2023.
(e) "Purchase Agreement" means the Asset Purchase Agreement, dated as of May 11, 2023, by and between Assignor and Assignee, as the same may be amended, modified, or supplemented from time to time in accordance with its terms.
Section 1.2 — Rules of Construction
The rules of construction set forth in Section 1.2 of the Purchase Agreement shall apply to this Agreement, mutatis mutandis. References to "Sections," "Articles," and "Schedules" in this Agreement are references to Sections, Articles, and Schedules of this Agreement unless otherwise specified. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
ARTICLE II — ASSIGNMENT OF ASSUMED CONTRACTS
Section 2.1 — Assignment
Effective as of the Closing Date, Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under each of the Assumed Contracts, free and clear of all Encumbrances (other than Permitted Encumbrances, as defined in the Purchase Agreement). The Assumed Contracts include, without limitation, each of the following:
(a) Vantage License Agreement. That certain Exclusive License Agreement, dated September 12, 2019, by and between Assignor and Vantage Molecular Sciences, Inc., a Massachusetts corporation, with offices at 75 Hayden Avenue, Lexington, Massachusetts 02421, for probe-labeling technology used in OncuPath assays (the "Vantage License"). The assignment of the Vantage License is made with the written consent of Vantage Molecular Sciences, Inc., as evidenced by that certain Consent to Assignment letter dated July 14, 2023, a copy of which is attached to the Purchase Agreement as Exhibit D-1.
(b) Towne Centre Lease. That certain Lease Agreement for premises located at 4820 Towne Centre Drive, Suite 200, San Diego, California 92121 (the OncuPath reference laboratory and research and development facility), by and between Assignor, as tenant, and Towne Centre Properties LLC, a California limited liability company, as landlord, as amended or modified through the date hereof. The assignment of the Towne Centre Lease is made with the written consent of Towne Centre Properties LLC, as landlord, as evidenced by that certain landlord consent letter dated July 28, 2023, a copy of which is attached to the Purchase Agreement as Exhibit D-2.
(c) Carlsbad Sublease. That certain Sublease Agreement for premises located at 925 Industrial Court, Carlsbad, California 92010 (the OncuPath manufacturing and kitting space), subleased from Assignor to Assignee, with a term expiring December 31, 2025, on the terms and conditions set forth therein.
(d) Other Assumed Contracts. All customer contracts, supplier agreements, distribution agreements, collaboration agreements, service agreements, and other commercial agreements exclusively related to the OncuPath Business, as set forth on Schedule A attached hereto and incorporated herein by reference.
The foregoing assignments are made subject to the terms and conditions of the respective Assumed Contracts and the Purchase Agreement. A complete list of all Assumed Contracts is set forth on Schedule A attached hereto, which Schedule A is incorporated herein by reference and made a part of this Agreement for all purposes.
Section 2.2 — Effective Date of Assignment
The assignment of each Assumed Contract effected pursuant to Section 2.1 shall be effective as of the Closing Date, August 8, 2023. From and after the Closing Date, Assignee shall be entitled to exercise all rights and shall be obligated to perform all obligations of Assignor arising under each Assumed Contract to the extent such rights and obligations relate to the period from and after the Closing Date, except as otherwise expressly provided in the Purchase Agreement or the applicable Assumed Contract.
Section 2.3 — Third-Party Consents
Certain Assumed Contracts require the consent, approval, or authorization of one or more third parties in connection with the assignment of such Assumed Contracts to Assignee. Assignor represents that all material third-party consents required for the valid and effective assignment of the Assumed Contracts have been obtained prior to or as of the Closing Date, including, without limitation:
(a) the consent of Vantage Molecular Sciences, Inc. to the assignment of the Vantage License, as set forth in that certain Consent to Assignment letter dated July 14, 2023; and
(b) the consent of Towne Centre Properties LLC to the assignment of the Towne Centre Lease, as set forth in that certain landlord consent letter dated July 28, 2023.
To the extent that any Assumed Contract is not assignable without the consent of a third party and such consent has not been obtained as of the Closing Date, notwithstanding any other provision of this Agreement, this Agreement shall not constitute an assignment or attempted assignment of such Assumed Contract if such assignment or attempted assignment would constitute a breach or violation thereof or give rise to any right of termination, acceleration, or loss of benefits thereunder. With respect to any such non-assignable Assumed Contract, the provisions of Section 2.5 of the Purchase Agreement shall govern, including, without limitation, Assignor's obligations to (i) use commercially reasonable efforts to obtain the required consent as promptly as practicable following the Closing Date, (ii) cooperate with Assignee to establish alternative arrangements reasonably satisfactory to Assignee (including subcontracting, subleasing, or other agency arrangements) designed to provide Assignee with the economic benefits and obligations of such Assumed Contract, and (iii) enforce, at the request and expense of Assignee, any rights of Assignor arising under such Assumed Contract against the applicable third party.
ARTICLE III — ASSUMPTION OF ASSUMED LIABILITIES
Section 3.1 — Assumption
Effective as of the Closing Date, Assignee hereby irrevocably assumes and agrees to faithfully perform, pay, satisfy, and discharge when due all of the Assumed Liabilities. The Assumed Liabilities include, without limitation, the following:
(a) All obligations and liabilities arising under the Assumed Contracts listed on Schedule A hereto from and after the Closing Date (August 8, 2023), including, without limitation, all payment obligations, performance obligations, indemnification obligations, and other duties and responsibilities of Assignor under such Assumed Contracts to the extent attributable to periods from and after the Closing Date.
(b) All post-Closing Date trade payables of the OncuPath Business, including amounts payable to suppliers, vendors, and service providers for goods and services ordered, delivered, or rendered in connection with the OncuPath Business on or after the Closing Date.
(c) All product warranty claims, product liability claims, and product return obligations relating to OncuPath assays shipped, sold, distributed, or otherwise delivered to customers on or after the Closing Date, including any obligations under applicable product warranties, guarantees, or similar commitments made by Assignee following the Closing Date.
(d) All other liabilities and obligations specifically identified and designated as Assumed Liabilities under Section 2.2 of the Purchase Agreement and as set forth on Schedule B attached hereto and incorporated herein by reference.
Assignee's assumption of the Assumed Liabilities shall be absolute and unconditional, and Assignee shall indemnify and hold harmless Assignor from and against any and all losses, damages, claims, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Assignee's failure to perform, pay, or discharge any Assumed Liability in accordance with its terms.
Section 3.2 — Excluded Liabilities
Nothing in this Agreement shall be construed as an assumption by Assignee of any Excluded Liabilities (as defined in Section 1.1 of this Agreement and Section 2.3 of the Purchase Agreement). For the avoidance of doubt, the following liabilities and obligations shall remain the sole and exclusive responsibility of Assignor, and Assignee shall have no liability or obligation with respect thereto:
(a) All liabilities and obligations of Assignor arising prior to the Closing Date, including, without limitation, any accounts payable, accrued expenses, deferred revenue, or other obligations attributable to periods prior to the Closing Date.
(b) Any litigation, arbitration, administrative proceeding, investigation, or other legal matter pending or threatened as of the Closing Date, including, without limitation, all costs, judgments, settlements, and expenses related thereto.
(c) All employee benefit obligations, including obligations under employee benefit plans, pension plans, deferred compensation arrangements, severance obligations, and retention payments, for employees of Assignor who are not Transferred Employees. Of the eighty-three (83) OncuPath Business employees who received offers of employment from Assignee, seventy-eight (78) accepted such offers and became Transferred Employees as of the Closing Date. All obligations with respect to the five (5) employees who did not accept offers of employment shall remain with Assignor.
(d) All environmental liabilities, remediation obligations, compliance costs, and related expenses arising at or relating to facilities of Assignor that are not conveyed to Assignee, including, without limitation, Assignor's principal offices and any other facilities retained by Assignor following the Closing.
(e) All liabilities relating to Excluded Assets (as defined in the Purchase Agreement), including, without limitation, all liabilities associated with the GenoStrat™ liquid biopsy platform and all other retained businesses of Assignor, corporate-level cash and cash equivalents of Assignor, tax refunds attributable to pre-Closing Date periods, and Assignor's corporate name, trademarks, and other intellectual property rights outside the OncuPath brand family.
Assignor shall remain solely responsible for the payment, performance, and discharge of all Excluded Liabilities and shall indemnify and hold harmless Assignee from and against any and all losses, damages, claims, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any Excluded Liability.
ARTICLE IV — FURTHER ASSURANCES
Section 4.1 — Cooperation
Each Party agrees to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and agreements, and to take, or cause to be taken, such further actions, as may be reasonably necessary or appropriate to effectuate the purposes of this Agreement, the Purchase Agreement, and the transactions contemplated thereby, including, without limitation, the transfer of any permits, licenses, or authorizations required in connection with the assignment of the Assumed Contracts and the assumption of the Assumed Liabilities. Each Party shall cooperate fully with the other Party and shall use commercially reasonable efforts to assist the other Party in connection with any filings, notifications, or other submissions required to be made with any Governmental Authority in connection with the transactions contemplated hereby.
Without limiting the generality of the foregoing, Assignor acknowledges and agrees that, pursuant to that certain Transition Services Agreement, dated as of August 8, 2023 (the "Transition Services Agreement"), by and between Assignor and Assignee, Assignor shall provide certain transition support services to Assignee for a period of up to nine (9) months following the Closing Date, covering information technology, facilities management, and human resources and payroll administration services, at Assignor's cost plus a markup of five percent (5%), all as more particularly described in the Transition Services Agreement. Assignor shall perform the transition services in accordance with the terms and conditions of the Transition Services Agreement and shall cooperate with Assignee in good faith to ensure an orderly transition of the OncuPath Business.
Section 4.2 — Power of Attorney
Effective as of the Closing Date, Assignor hereby irrevocably constitutes and appoints Assignee as its true and lawful attorney-in-fact, with full power of substitution and resubstitution, to demand, receive, and collect any and all amounts due and payable under the Assumed Contracts from and after the Closing Date, and to endorse and negotiate any checks, drafts, or other instruments payable to Assignor in respect of such amounts, and to take any and all actions reasonably necessary or appropriate in connection with the foregoing, in each case in Assignor's name or in Assignee's name, as Assignee may determine in its sole discretion. This power of attorney is coupled with an interest and shall be irrevocable. Assignor shall promptly remit to Assignee any payments received by Assignor from and after the Closing Date that relate to the Assumed Contracts or the OncuPath Business. Assignor hereby ratifies and confirms all actions that Assignee may lawfully take or cause to be taken pursuant to this Section 4.2.
ARTICLE V — REPRESENTATIONS AND WARRANTIES
Section 5.1 — Assignor's Representations and Warranties
Assignor hereby represents and warrants to Assignee as of the date hereof as follows:
(a) Organization and Good Standing. Assignor 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 conduct its business as presently conducted.
(b) Authority. Assignor has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Assignor have been duly authorized by all necessary corporate action on the part of Assignor.
(c) Due Authorization. This Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Assignor, including approval by Assignor's board of directors obtained on May 8, 2023, and no other corporate proceedings on the part of Assignor are necessary to authorize this Agreement or the transactions contemplated hereby.
(d) Enforceability. This Agreement has been duly executed and delivered by Assignor and constitutes a valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 5.2 — Assignee's Representations and Warranties
Assignee hereby represents and warrants to Assignor as of the date hereof as follows:
(a) Organization and Good Standing. Assignee 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 conduct its business as presently conducted.
(b) Authority. Assignee has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Assignee have been duly authorized by all necessary corporate action on the part of Assignee.
(c) Due Authorization. This Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Assignee, including approval by Assignee's board of directors obtained on May 10, 2023, and no other corporate proceedings on the part of Assignee are necessary to authorize this Agreement or the transactions contemplated hereby.
(d) Enforceability. This Agreement has been duly executed and delivered by Assignee and constitutes a valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
ARTICLE VI — RELATIONSHIP TO PURCHASE AGREEMENT
Section 6.1 — Incorporation of Purchase Agreement
This Agreement is entered into and delivered pursuant to, and in furtherance of, the Purchase Agreement. The terms and provisions of the Purchase Agreement, including, without limitation, all representations, warranties, covenants, agreements, conditions, and indemnification obligations contained therein, are hereby incorporated herein by reference and shall continue in full force and effect in accordance with their respective terms. Nothing in this Agreement is intended to, nor shall it be construed to, expand, limit, modify, or otherwise alter any of the rights, obligations, representations, warranties, covenants, or agreements set forth in the Purchase Agreement, except as expressly set forth herein.
Section 6.2 — Conflicts
In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall govern and control in all respects.
Section 6.3 — No Third-Party Beneficiaries
Except as expressly set forth in the Purchase Agreement (including, without limitation, the rights of indemnified parties thereunder), this Agreement is not intended to, and shall not, confer any rights or remedies upon any Person other than Assignor and Assignee and their respective successors and permitted assigns. No third party shall have any right to enforce any provision of this Agreement or to assert any claim arising hereunder.
Section 6.4 — Indemnification
The indemnification provisions set forth in Article VIII of the Purchase Agreement shall apply to any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to this Agreement as if such claims arose directly under the Purchase Agreement. Without limiting the generality of the foregoing, the following limitations on indemnification set forth in the Purchase Agreement shall apply to claims arising under or in connection with this Agreement:
(a) The aggregate indemnification cap of Twenty-Eight Million Dollars ($28,000,000) (representing twenty percent (20%) of the aggregate purchase price);
(b) The tipping basket threshold of One Million Four Hundred Thousand Dollars ($1,400,000) (representing one percent (1%) of the aggregate purchase price), such that the indemnifying party shall not be liable for any indemnification claims unless and until the aggregate amount of all such claims equals or exceeds the tipping basket threshold, at which point the indemnifying party shall be liable for the full amount of all such claims from the first dollar;
(c) The de minimis threshold of Seventy-Five Thousand Dollars ($75,000), such that no individual claim with a value of less than Seventy-Five Thousand Dollars ($75,000) shall be counted toward the tipping basket or otherwise be subject to indemnification; and
(d) The survival period of eighteen (18) months following the Closing Date, expiring on February 8, 2025, for all representations and warranties (other than Fundamental Representations, which shall survive for the applicable statute of limitations period, as set forth in the Purchase Agreement).
ARTICLE VII — GENERAL PROVISIONS
Section 7.1 — Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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.
Section 7.2 — Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except as expressly permitted under the Purchase Agreement.
Section 7.3 — Amendment and Waiver
This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by each of the Parties hereto. No waiver by any Party of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default. No waiver shall be effective unless it is in writing and signed by the waiving Party.
Section 7.4 — Severability
If any provision of this Agreement, or the application thereof to any Person or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect, and the application of such provision to other Persons or circumstances shall not be affected thereby. The Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely approximates the intent and economic effect of the invalid, illegal, or unenforceable provision.
Section 7.5 — Entire Agreement
This Agreement, together with the Purchase Agreement (including all exhibits, schedules, disclosure schedules, and ancillary documents and agreements delivered in connection therewith, including, without limitation, the Transition Services Agreement, the Bill of Sale, the intellectual Property Assignment Agreement, and all other closing deliverables), constitutes the entire agreement between the Parties with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether written or oral, relating to such subject matter.
Section 7.6 — Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission (including portable document format (.pdf), Brightwater Software, or other electronic signature technology compliant with the federal ESIGN Act and the Uniform Electronic Transactions Act) shall be effective as delivery of a manually executed counterpart of this Agreement.
Section 7.7 — 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 delivered in accordance with the notice provisions set forth in Section 11.1 of the Purchase Agreement, addressed as follows:
If to Assignor:
Genome Dx Therapeutics Inc. 10250 Science Center Drive, Suite 600 San Diego, California 92121
Attention: Rebecca Chiang, General Counsel
Email: rchiang@genomedx.com
with a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 555 South Hope Street, Suite 4400 Los Angeles, California 90071
Attention: James Prentice
Email: jprentice@calderwoodharkness.com
If to Assignee:
Meridian Precision Diagnostics, Inc. 2400 Meridian Parkway, Suite 300 Durham, North Carolina 27713
Attention: David Pruitt, General Counsel
Email: dpruitt@meridianprecision.com
with a copy to (which shall not constitute notice):
Whitfield Sayer & Gregg LLP 200 South Tryon Street, Suite 2800 Charlotte, North Carolina 28202
Attention: Jonathan Whitfield
Email: jwhitfield@whitfieldsayer.com
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have caused this Assignment and Assumption Agreement to be duly executed and delivered as of the date first written above.
ASSIGNOR:
GENOME DX THERAPEUTICS INC.
By: ________
Name: Martin Kowalski
Title: Chief Financial Officer
Date: August 8, 2023
ASSIGNEE:
MERIDIAN PRECISION DIAGNOSTICS, INC.
By: ________
Name: Angela Rossi
Title: Chief Financial Officer
Date: August 8, 2023
SCHEDULE A
ASSUMED CONTRACTS
The following is a complete list of all Assumed Contracts assigned by Assignor to Assignee pursuant to this Assignment and Assumption Agreement, organized by category. Except as otherwise noted, all contracts listed below are assigned effective as of the Closing Date (August 8, 2023).
I. Intellectual Property License
II. Real Property Leases
III. Customer Contracts
All material customer agreements exclusively related to the OncuPath Business, as more particularly described on Disclosure Schedule 4.14 of the Purchase Agreement, including, without limitation, all laboratory services agreements, diagnostic testing agreements, managed care contracts, and payer agreements entered into by Assignor in connection with the OncuPath Business. A complete listing of all such customer contracts, including counterparty names, effective dates, and key terms, is set forth on Disclosure Schedule 4.14 of the Purchase Agreement, which is incorporated herein by reference.
IV. Supplier Contracts
All material supplier agreements exclusively related to the OncuPath Business, as more particularly described on Disclosure Schedule 4.15 of the Purchase Agreement, including, without limitation, reagent supply agreements, consumables and raw materials procurement agreements, equipment maintenance and service contracts, and shipping and logistics agreements entered into by Assignor in connection with the OncuPath Business. A complete listing of all such supplier contracts, including counterparty names, effective dates, and key terms, is set forth on Disclosure Schedule 4.15 of the Purchase Agreement, which is incorporated herein by reference.
V. Regulatory-Related Agreements
All agreements related to the regulatory clearances and approvals for the OncuPath Business, including, without limitation:
(a) All agreements, commitments, and arrangements relating to the three (3) FDA-cleared 510(k) assays bearing clearance numbers K201847, K193215, and K210562, including any related clinical trial agreements, laboratory agreements, and regulatory consulting arrangements;
(b) All agreements, commitments, and arrangements relating to the pending OncuPath-HER3™ Premarket Approval (PMA) supplement, bearing FDA submission number P230014, submitted to the U.S. Food and Drug Administration on January 30, 2023, including any related clinical trial agreements, clinical site agreements, data management agreements, and regulatory consulting arrangements; and
(c) All agreements with contract research organizations, clinical laboratories, and other third parties supporting regulatory compliance and quality assurance activities for the OncuPath Business.
Note: The CLIA certificate of accreditation (CLIA ID: 05D2178493) for the OncuPath reference laboratory located at 4820 Towne Centre Drive, Suite 200, San Diego, California 92121, is referenced herein for context with respect to the transferred regulatory obligations associated with the OncuPath Business. The Parties acknowledge that transfer of the CLIA certificate is subject to the applicable requirements of the Centers for Medicare & Medicaid Services.
VI. Other Commercial Agreements
All other distribution agreements, collaboration agreements, joint development agreements, service agreements, consulting agreements, and other commercial agreements exclusively related to the OncuPath Business, as more particularly described on Disclosure Schedule 4.16 of the Purchase Agreement, which is incorporated herein by reference.
SCHEDULE B
ASSUMED LIABILITIES
The following is a complete list of all Assumed Liabilities assumed by Assignee pursuant to this Assignment and Assumption Agreement. Except as otherwise noted, all liabilities listed below are assumed effective as of the Closing Date (August 8, 2023).
(a) Obligations Under Assumed Contracts. All obligations and liabilities arising under the Assumed Contracts listed on Schedule A hereto from and after the Closing Date (August 8, 2023), including, without limitation, all payment obligations, performance obligations, indemnification obligations, and other duties and responsibilities of Assignor under such Assumed Contracts to the extent attributable to periods from and after the Closing Date. For the avoidance of doubt, this includes all lease payments, license fees, royalty obligations, purchase commitments, and other periodic obligations accruing from and after the Closing Date.
(b) Post-Closing Trade Payables. All trade payables and accounts payable of the OncuPath Business arising from the purchase of goods, materials, supplies, and services ordered, received, or rendered on or after the Closing Date, including amounts owed to suppliers, vendors, contract manufacturers, logistics providers, and other third parties in connection with the ongoing operation of the OncuPath Business following the Closing.
(c) Product Warranty Claims. All product warranty claims, product return obligations, and product exchange obligations relating to OncuPath assays shipped, sold, distributed, or otherwise delivered to customers on or after the Closing Date. For the avoidance of doubt, product warranty claims relating to OncuPath assays shipped prior to the Closing Date shall remain the responsibility of Assignor as an Excluded Liability.
(d) Transferred Employee Obligations. All obligations and liabilities with respect to the seventy-eight (78) Transferred Employees arising from and after the Closing Date, including, without limitation, all salary, wages, bonus, commission, benefits, and other compensation obligations accruing from and after the Closing Date. Of the eighty-three (83) offers of employment extended by Assignee to OncuPath Business employees, seventy-eight (78) employees accepted such offers and became Transferred Employees. All obligations with respect to the five (5) employees who did not accept offers of employment from Assignee shall remain the sole responsibility of Assignor.
(e) Other Assumed Liabilities. All other liabilities and obligations expressly designated as Assumed Liabilities under Section 2.2 of the Purchase Agreement, including, without limitation, any liabilities specifically identified as Assumed Liabilities in the Disclosure Schedules to the Purchase Agreement.
Explicit Exclusion: For the avoidance of doubt, all Excluded Liabilities as defined in Section 2.3 of the Purchase Agreement and Section 3.2 of this Agreement shall remain the sole and exclusive responsibility of Assignor and are not assumed by Assignee pursuant to this Agreement. The Assumed Liabilities set forth on this Schedule B are subject in all respects to the definitions, limitations, and qualifications set forth in the Purchase Agreement.
[End of Schedule B]
No. | Contract | Counterparty | Date | Description | Consent Status
1 | Exclusive License Agreement | Vantage Molecular Sciences, Inc. (a Massachusetts corporation, 75 Hayden Avenue, Lexington, MA 02421) | September 12, 2019 | Exclusive license for probe-labeling technology used in OncuPath assays | Consent to Assignment obtained July 14, 2023
No. | Contract | Counterparty / Landlord | Premises | Expiration | Consent Status
2 | Lease Agreement | Towne Centre Properties LLC (a California limited liability company) | 4820 Towne Centre Drive, Suite 200, San Diego, CA 92121 (OncuPath reference laboratory and R&D facility) | Per lease terms | Landlord consent obtained July 28, 2023
3 | Sublease Agreement | Subleased from Assignor | 925 Industrial Court, Carlsbad, CA 92010 (OncuPath manufacturing and kitting space) | December 31, 2025 | N/A — direct sublease from Assignor