1013-00006 · Client 1013 · Closing

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BILL OF SALE

Dated as of August 8, 2023

THIS BILL OF SALE (this "Bill of Sale") is made and delivered as of August 8, 2023 (the "Effective Date"), by Genome Dx Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware (the "Seller" or "GDT"), in favor of Meridian Precision Diagnostics, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Buyer" or "Meridian"). Seller and Buyer are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller and Buyer entered into that certain Asset Purchase Agreement dated as of May 11, 2023 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement" or the "APA"), pursuant to which Seller agreed to sell, assign, transfer, convey, and deliver to Buyer, and Buyer agreed to purchase and acquire from Seller, certain assets and properties of Seller related to Seller's OncuPath™ companion diagnostics assay line (the "OncuPath Business"), upon the terms and subject to the conditions set forth therein;

WHEREAS, the closing of the transactions contemplated by the Purchase Agreement (the "Closing") is occurring on the date hereof, August 8, 2023, and the Parties are executing and delivering this Bill of Sale and the other Transaction Documents (as defined in the Purchase Agreement) in connection with such Closing;

WHEREAS, this Bill of Sale is being executed and delivered by Seller to Buyer pursuant to Section 2.6(a)(iii) of the Purchase Agreement in order to effect the transfer and conveyance of the Purchased Assets (as defined in the Purchase Agreement) that constitute tangible personal property from Seller to Buyer at the Closing; and

WHEREAS, the total consideration for the Purchased Assets under the Purchase Agreement is One Hundred Forty Million Dollars ($140,000,000.00), comprising (i) One Hundred Twenty-Six Million Dollars ($126,000,000.00) in cash payable at Closing (the "Closing Cash Consideration") and (ii) an earnout of up to Fourteen Million Dollars ($14,000,000.00) payable upon achievement of certain clinical and regulatory milestones, as more particularly described in Section 2.4 and Article VIII of the Purchase Agreement (the "Earnout Consideration" and, together with the Closing Cash Consideration, the "Purchase Price").

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, representations, and warranties contained in the Purchase Agreement, and for other good and valuable consideration, the receipt, adequacy, and legal sufficiency of which are hereby acknowledged, Seller does hereby agree as follows:

Section 1. Definitions; Incorporation by Reference

1.1 Definitions. Capitalized terms used and not otherwise defined in this Bill of Sale shall have the respective meanings ascribed to such terms in the Purchase Agreement. Without limiting the generality of the foregoing, the terms "Purchased Assets," "Excluded Assets," "Encumbrances," "Permitted Encumbrances," "Transaction Documents," and "OncuPath Business" shall have the meanings set forth in the Purchase Agreement.

1.2 Incorporation by Reference. All terms, conditions, representations, warranties, covenants, agreements, and indemnification obligations of the Purchase Agreement are hereby incorporated into this Bill of Sale by reference and shall apply to this Bill of Sale as if fully set forth herein. This Bill of Sale is one of the Transaction Documents contemplated by the Purchase Agreement, and all provisions of the Purchase Agreement applicable to Transaction Documents generally shall apply to this Bill of Sale.

1.3 Conflict. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Bill of Sale and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall govern, control, and prevail in all respects, and this Bill of Sale shall be interpreted and construed in a manner consistent with the Purchase Agreement to the fullest extent possible.

Section 2. Transfer and Conveyance of Tangible Purchased Assets

2.1 Grant of Conveyance.

For good and valuable consideration, the receipt, adequacy, and legal sufficiency of which are hereby acknowledged by Seller, Seller does hereby irrevocably and unconditionally sell, assign, transfer, convey, grant, and deliver unto Buyer, and unto Buyer's successors and assigns forever, all of Seller's right, title, and interest in, to, and under all tangible personal property included within the Purchased Assets (as defined in the Purchase Agreement) (collectively, the "Tangible Purchased Assets"), free and clear of all Encumbrances (other than Permitted Encumbrances, as defined in the Purchase Agreement). The conveyance effected by this Bill of Sale is effective as of the Effective Date and shall be deemed to have occurred simultaneously with the Closing under the Purchase Agreement.

2.2 Description of Tangible Purchased Assets.

The Tangible Purchased Assets conveyed hereby include, without limitation, all of the following items of tangible personal property that are exclusively related to, or exclusively used or held for use in connection with, the OncuPath Business:

(a) Equipment. All laboratory equipment, diagnostic instruments, analyzers, automation platforms, liquid handling systems, thermal cyclers, sequencers, centrifuges, spectrophotometers, microscopes, incubators, cryogenic storage units, environmental monitoring systems, and associated hardware, tools, parts, accessories, and ancillary devices used in the development, testing, validation, manufacture, quality control, and commercialization of OncuPath™ companion diagnostics assays. Without limiting the generality of the foregoing, the equipment conveyed hereby includes:

(i) All manufacturing and kitting equipment located at the OncuPath manufacturing and kitting facility situated at 925 Industrial Court, Carlsbad, CA 92010, including but not limited to reagent dispensing systems, automated kitting lines, lyophilization equipment, environmental chambers, labeling and packaging machinery, and clean room equipment, in each case as more particularly described on Exhibit A attached hereto;

(ii) All research and development equipment located at the OncuPath reference laboratory and R&D facility situated at 4820 Towne Centre Drive, Suite 200, San Diego, CA 92121, including but not limited to next-generation sequencing platforms, real-time PCR systems, microarray scanners, mass spectrometers, flow cytometers, sample preparation workstations, bioanalyzers, and associated analytical instruments, in each case as more particularly described on Exhibit A attached hereto;

(iii) All computer hardware, servers, workstations, storage arrays, network switches, routers, firewalls, uninterruptible power supplies, printers, and other information technology infrastructure and equipment dedicated exclusively to the OncuPath Business at both the San Diego and Carlsbad facilities, including any backup, disaster recovery, or redundant systems exclusively serving the OncuPath Business; and

(iv) All vehicles, carts, dollies, pallet jacks, and other material handling equipment located at the foregoing facilities and dedicated exclusively to the OncuPath Business.

(b) Inventory. All inventory of every kind and description exclusively related to the OncuPath™ assay product line, wherever located (whether at the facilities described in Section 2.3, in transit, or at third-party warehouses or distribution centers), including without limitation:

(i) All raw materials, including oligonucleotides, primers, probes, enzymes, buffers, substrates, dyes, labels, and other biochemical reagents, and all plasticware, glassware, and other consumable laboratory materials used or intended for use in the manufacture of OncuPath™ assay kits;

(ii) All work-in-process, including partially assembled assay kits, reagent mixes in intermediate stages of production, and products undergoing quality control testing or stability studies;

(iii) All finished goods, including completed reagent kits, packaged and labeled OncuPath™ assay products ready for sale or distribution, and promotional and demonstration kits;

(iv) All assay components, packaging materials, inserts, labels, instructions for use, and labeling materials exclusively related to the OncuPath™ assay product line; and

(v) All samples, reference standards, calibrators, positive and negative controls, quality control materials, proficiency testing panels, and validation specimens related to OncuPath™ assays, including without limitation those associated with: (A) the three FDA-cleared 510(k) assays bearing clearance numbers K201847, K193215, and K210562; and (B) the OncuPath-HER3™ assay that is the subject of PMA Supplement No. P230014, submitted to the U.S. Food and Drug Administration on January 30, 2023 and currently pending review.

(c) Supplies and Consumables. All office supplies, laboratory consumables (including pipette tips, reaction tubes, microplates, slides, coverslips, gloves, lab coats, and other personal protective equipment), and other supplies and consumable items located at the OncuPath facilities identified in Section 2.3 hereof and dedicated exclusively to the operation of the OncuPath Business.

(d) Furniture and Fixtures. All furniture, fixtures, and leasehold improvements located at 4820 Towne Centre Drive, Suite 200, San Diego, CA 92121 and 925 Industrial Court, Carlsbad, CA 92010 that are exclusively used in or dedicated to the OncuPath Business, including without limitation desks, chairs, tables, shelving, cabinetry, laboratory benches and casework, fume hoods, biosafety cabinets, cold rooms, walk-in freezers, HVAC modifications, electrical upgrades, and plumbing modifications installed for the OncuPath Business; provided, however, that the Tangible Purchased Assets shall not include any fixtures permanently affixed to the real property demised under the applicable lease or sublease to the extent that such fixtures are the property of the landlord under the terms of such lease or sublease, or to the extent that removal of such fixtures is prohibited or restricted by the applicable lease or sublease without the landlord's consent (unless such consent has been obtained).

(e) Tangible Records and Documentation. All tangible books, records, files, correspondence, manuals, standard operating procedures, laboratory notebooks, batch records, device history records, device master records, design history files, quality assurance and quality control documentation, complaint files, medical device reports, corrective and preventive action (CAPA) records, validation and verification protocols and reports, regulatory submissions and correspondence (including all 510(k) premarket notifications, PMA supplements, and related submissions to the FDA), clinical study reports, and all other tangible documentation of every kind and description exclusively related to the OncuPath Business. Without limiting the foregoing, the Tangible Purchased Assets include all documentation supporting the CLIA certificate of accreditation (CLIA ID: 05D2178493) for the OncuPath reference laboratory located at 4820 Towne Centre Drive, Suite 200, San Diego, CA 92121, including proficiency testing records, personnel qualification records, procedure manuals, and quality management system documentation required for maintenance of such accreditation.

(f) Other Tangible Personal Property. All other tangible personal property of every kind and description, wherever located, that is exclusively used or held for use in the OncuPath Business and that is included within the definition of "Purchased Assets" under the Purchase Agreement, including but not limited to tooling, molds, jigs, dies, prototypes, demo units, trade show displays, and marketing collateral in tangible form, as more particularly described in the schedules to the Purchase Agreement (including, without limitation, Schedule 2.1(a) thereto).

2.3 Facility Locations.

The Tangible Purchased Assets are located primarily at the following facilities, subject to such Tangible Purchased Assets as may be in transit or located at third-party locations as of the Effective Date:

(a) OncuPath Reference Laboratory and R&D Facility: 4820 Towne Centre Drive, Suite 200, San Diego, CA 92121 (approximately 18,500 rentable square feet). The lease for this facility has been assigned to Buyer pursuant to a Consent to Assignment of Lease executed by Towne Centre Properties LLC as landlord, Seller as assignor, and Buyer as assignee, dated July 28, 2023, a copy of which has been delivered to Buyer at or prior to the Closing.

(b) OncuPath Manufacturing and Kitting Facility: 925 Industrial Court, Carlsbad, CA 92010 (approximately 12,200 rentable square feet). The sublease for this facility has been assigned to Buyer, and Buyer acknowledges that such sublease expires by its terms on December 31, 2025, unless extended in accordance with its terms.

For the avoidance of doubt, any Tangible Purchased Assets located at facilities other than those described above (including assets in transit, at third-party warehouses, at contract manufacturer or supplier locations, or otherwise temporarily situated outside the foregoing facilities) are conveyed hereby to the same extent as if located at the facilities described above, provided that such assets are exclusively related to the OncuPath Business and are included within the definition of Purchased Assets under the Purchase Agreement.

Section 3. Excluded Assets

Notwithstanding anything in this Bill of Sale to the contrary, the Tangible Purchased Assets conveyed hereby do not include, and Seller expressly retains all right, title, and interest in and to, the Excluded Assets as defined in Section 2.2 of the Purchase Agreement. Without limiting the generality of the foregoing, the following items of tangible personal property are expressly excluded from the conveyance effected by this Bill of Sale and are retained by Seller:

(a) All assets, equipment, inventory, supplies, documentation, and other tangible personal property related to the GenoStrat™ liquid biopsy platform and all other retained GDT businesses and product lines, whether located at the facilities described in Section 2.3 or elsewhere;

(b) All corporate-level cash, cash equivalents, bank accounts, short-term investments, and marketable securities of Seller;

(c) All rights to receive tax refunds, credits, or rebates attributable to pre-Closing Tax periods of Seller, to the extent relating to the Excluded Assets or the retained businesses of Seller;

(d) GDT's corporate name, the "Genome Dx Therapeutics" mark and logo, and all trademarks, service marks, trade names, and associated goodwill outside the OncuPath™ brand family (which OncuPath™ brand assets are transferred pursuant to a separate intellectual Property Assignment Agreement executed concurrently herewith);

(e) Any tangible personal property that is not exclusively related to, or exclusively used or held for use in, the OncuPath Business, including shared or dual-use equipment, supplies, or other assets that serve both the OncuPath Business and any retained business of Seller; and

(f) Any other assets specifically designated as "Excluded Assets" on the schedules to the Purchase Agreement.

Section 4. "As Is" Qualification; Purchase Agreement Governs

4.1 This Bill of Sale is executed and delivered subject in all respects to the terms, conditions, representations, warranties, covenants, agreements, and indemnification provisions set forth in the Purchase Agreement, each of which shall survive the execution and delivery of this Bill of Sale in accordance with their respective terms as set forth in the Purchase Agreement.

4.2 The representations and warranties of Seller with respect to the Tangible Purchased Assets, including without limitation representations and warranties relating to title, condition, sufficiency, and compliance with applicable laws, are solely as set forth in Article III of the Purchase Agreement and not in this Bill of Sale. Buyer's remedies with respect to any breach of such representations and warranties shall be exclusively as set forth in Article IX of the Purchase Agreement, subject to the limitations and qualifications contained therein.

4.3 Nothing in this Bill of Sale shall be deemed to enlarge, limit, modify, supplement, or otherwise alter any of the representations, warranties, covenants, agreements, or obligations of Seller or Buyer set forth in the Purchase Agreement. This Bill of Sale is intended solely to evidence and effectuate the conveyance of the Tangible Purchased Assets contemplated by the Purchase Agreement and is not intended to create, and shall not be construed to create, any independent rights or obligations not contained in the Purchase Agreement.

Section 5. Further Assurances

5.1 Seller hereby covenants and agrees that, from and after the date hereof, Seller shall, at the reasonable written request of Buyer and at Seller's sole cost and expense (except as otherwise expressly provided in the Purchase Agreement), promptly execute and deliver, or cause to be executed and delivered, such further bills of sale, assignments, instruments of transfer and conveyance, certificates of title, and other documents and instruments, and shall take or cause to be taken such other actions, as Buyer may reasonably request in order to more effectively sell, assign, transfer, convey, and deliver to Buyer the Tangible Purchased Assets, to vest in Buyer good and marketable title to the Tangible Purchased Assets (subject only to Permitted Encumbrances), and to confirm Buyer's title to and possession of the Tangible Purchased Assets.

5.2 The obligations of Seller under this Section 5 shall survive the Closing and shall remain in full force and effect in accordance with the terms and for the period specified in Section 6.4 of the Purchase Agreement.

Section 6. No Third-Party Beneficiaries

This Bill of Sale is entered into for the sole and exclusive benefit of Seller and Buyer and their respective successors and permitted assigns, and nothing in this Bill of Sale, express or implied, is intended to or shall confer upon any other person or entity (including, without limitation, any employee, creditor, customer, supplier, or agent of either Party) any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Bill of Sale.

Section 7. Binding Effect; Assignment

7.1 Binding Effect. This Bill of Sale shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

7.2 Assignment. This Bill of Sale may not be assigned, delegated, or otherwise transferred by either Party, in whole or in part, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of the other Party, which consent may be withheld in such Party's sole and absolute discretion; provided, however, that either Party may assign this Bill of Sale without the consent of the other Party to the extent, and in the manner, permitted under the assignment provisions of the Purchase Agreement. Any purported assignment in violation of this Section 7.2 shall be null, void, and of no force or effect.

Section 8. Governing Law

This Bill of Sale and all claims, disputes, actions, and proceedings (whether in contract, tort, statute, or otherwise) arising out of, relating to, or in connection with this Bill of Sale or the transactions contemplated hereby 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 of law or conflict of law provision, principle, 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 9. Counterparts

9.1 This Bill of Sale may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which, when so executed, shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument.

9.2 Delivery of an executed counterpart of a signature page to this Bill of Sale by facsimile transmission or by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall be equally as effective as delivery of a manually executed counterpart of this Bill of Sale. No Party may raise the use of such electronic delivery to challenge the validity, enforceability, or binding effect of this Bill of Sale.

Section 10. Entire Agreement

This Bill of Sale, together with the Purchase Agreement and the other Transaction Documents (as defined in the Purchase Agreement), including all exhibits, schedules, annexes, and attachments thereto, 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, warranties, understandings, commitments, offers, contracts, and agreements (whether oral or written) between the Parties with respect to such subject matter. No amendment, modification, supplement, or waiver of any provision of this Bill of Sale shall be effective unless made in writing and signed by the Party against whom enforcement of such amendment, modification, supplement, or waiver is sought.

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO BILL OF SALE

IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale to be duly executed and delivered as of the date first written above.

SELLER:

GENOME DX THERAPEUTICS INC.

By: ________

Name: Martin Kowalski

Title: Chief Financial Officer

Date: August 8, 2023

Address:

10250 Science Center Drive, Suite 600 San Diego, CA 92121

EIN: 47-3892061

ACKNOWLEDGED AND ACCEPTED BY BUYER:

The undersigned hereby acknowledges receipt of this Bill of Sale and the Tangible Purchased Assets conveyed hereby, subject to and in accordance with the terms and conditions of the Purchase Agreement.

MERIDIAN PRECISION DIAGNOSTICS, INC.

By: ________

Name: Angela Rossi

Title: Chief Financial Officer

Date: August 8, 2023

Address:

2400 Meridian Parkway, Suite 300 Durham, NC 27713

EIN: 56-4210783

EXHIBIT A

SCHEDULE OF MAJOR EQUIPMENT

This Exhibit A sets forth a detailed listing of the major laboratory, manufacturing, research and development, and information technology equipment included within the Tangible Purchased Assets conveyed by the foregoing Bill of Sale. This schedule is organized by facility location and cross-references the applicable asset schedules attached to the Purchase Agreement (including, without limitation, Schedule 2.1(a)(i) and Schedule 3.12 thereto). This Exhibit A shall be deemed a part of, and is incorporated by reference into, the Bill of Sale to which it is attached.

Part 1 — Equipment at OncuPath Reference Laboratory & R&D Facility

Location: 4820 Towne Centre Drive, Suite 200, San Diego, CA 92121

Note: Items R-016 through R-048 are listed in full detail on Schedule 2.1(a)(i) to the Purchase Agreement, which is incorporated herein by reference. Such items include, among other things, additional thermal cyclers, centrifuges, spectrophotometers, incubators, environmental monitoring equipment, sample tracking barcode systems, workstations, and ancillary laboratory instrumentation.

Part 2 — Equipment at OncuPath Manufacturing/Kitting Facility

Location: 925 Industrial Court, Carlsbad, CA 92010

Note: Items M-013 through M-031 are listed in full detail on Schedule 2.1(a)(i) to the Purchase Agreement, which is incorporated herein by reference. Such items include, among other things, additional dispensing stations, inspection equipment, barcode verification systems, pallet jacks, shelving units, workbenches, and ancillary manufacturing support equipment.

This Exhibit A is a summary schedule and is qualified in its entirety by reference to the detailed asset schedules attached to the Purchase Agreement, including Schedule 2.1(a)(i) (Tangible Personal Property), Schedule 3.12 (Condition of Assets), and Schedule 3.15 (IT Systems and Equipment). In the event of any discrepancy between this Exhibit A and the schedules to the Purchase Agreement, the schedules to the Purchase Agreement shall govern and control. All equipment listed herein is conveyed "as is" subject to the representations, warranties, and indemnification provisions of the Purchase Agreement.

[End of Exhibit A]

Item No.	Description	Manufacturer / Model	Serial No.	APA Schedule Ref.
R-001	Next-Generation Sequencing System	Marlowe Group NovaSeq 6000	SN-NV6K-04821	Sch. 2.1(a)(i), Item 1
R-002	Next-Generation Sequencing System	Marlowe Group NovaSeq 6000	SN-NV6K-04822	Sch. 2.1(a)(i), Item 2
R-003	Real-Time PCR System	Westmark Corporation QuantStudio 7 Flex	SN-QS7F-19204	Sch. 2.1(a)(i), Item 3
R-004	Real-Time PCR System	Westmark Corporation QuantStudio 7 Flex	SN-QS7F-19205	Sch. 2.1(a)(i), Item 4
R-005	Automated Liquid Handler	Hamilton STAR Plus	SN-HSTR-08733	Sch. 2.1(a)(i), Item 5
R-006	Automated Liquid Handler	Hamilton STAR Plus	SN-HSTR-08734	Sch. 2.1(a)(i), Item 6
R-007	Microarray Scanner	Granite Harbor Corporation SureScan Dx	SN-AGSS-33107	Sch. 2.1(a)(i), Item 7
R-008	Flow Cytometer	Crestline & Co. CytoFLEX S	SN-BCCS-56210	Sch. 2.1(a)(i), Item 8
R-009	Bioanalyzer	Granite Harbor Corporation 2100 Bioanalyzer	SN-AG21-77431	Sch. 2.1(a)(i), Item 9
R-010	Mass Spectrometer	Drayton Holdings Triple Quad 6500+	SN-SX65-10082	Sch. 2.1(a)(i), Item 10
R-011	Cryogenic Storage System (-80°C)	Westmark Corporation TSX Series	SN-TTSX-42019	Sch. 2.1(a)(i), Item 11
R-012	Cryogenic Storage System (-80°C)	Westmark Corporation TSX Series	SN-TTSX-42020	Sch. 2.1(a)(i), Item 12
R-013	Laboratory Information Management System (LIMS) Server	Brightmoor Group PowerEdge R740 (2-node cluster)	SN-DLPE-88401/02	Sch. 2.1(a)(i), Item 13
R-014	Bioinformatics Compute Server	Brightmoor Group PowerEdge R940xa	SN-DLPE-91503	Sch. 2.1(a)(i), Item 14
R-015	Network Storage Array	Cobalt Ridge Partners LLC AFF A400	SN-NTAP-66230	Sch. 2.1(a)(i), Item 15
R-016 – R-048	Additional R&D and reference lab equipment	Various	Various	Sch. 2.1(a)(i), Items 16–48
Item No.	Description	Manufacturer / Model	Serial No.	APA Schedule Ref.
M-001	Automated Reagent Dispensing System	Crestline & Co. Biomek i7	SN-BCB7-22510	Sch. 2.1(a)(i), Item 49
M-002	Automated Reagent Dispensing System	Crestline & Co. Biomek i7	SN-BCB7-22511	Sch. 2.1(a)(i), Item 50
M-003	Lyophilization System	Glenrock Enterprises VirTis Genesis	SN-SPVG-15803	Sch. 2.1(a)(i), Item 51
M-004	Environmental Chamber (Stability Testing)	Caron 6030	SN-CR60-09174	Sch. 2.1(a)(i), Item 52
M-005	Environmental Chamber (Stability Testing)	Caron 6030	SN-CR60-09175	Sch. 2.1(a)(i), Item 53
M-006	Automated Labeling System	Domino A-Series Plus	SN-DMAS-40821	Sch. 2.1(a)(i), Item 54
M-007	Clean Room HVAC and Filtration Unit	Fenmore & Co. CamCleaner CC6000	SN-CMCL-71044	Sch. 2.1(a)(i), Item 55

M-008	Cold Storage Unit (2–8°C)	Westmark Corporation TSG Series (double door)	SN-TTSG-55029	Sch. 2.1(a)(i), Item 56
M-009	Cold Storage Unit (2–8°C)	Westmark Corporation TSG Series (double door)	SN-TTSG-55030	Sch. 2.1(a)(i), Item 57
M-010	Packaging Line (semi-automated)	Quillon Enterprises Autobag	SN-SAAB-34016	Sch. 2.1(a)(i), Item 58
M-011	Quality Control PCR Workstation	Northpoint Group CFX Opus 384	SN-BRCO-28107	Sch. 2.1(a)(i), Item 59
M-012	Manufacturing Execution System (MES) Server	HP ProLiant DL380 Gen10	SN-HPDL-63208	Sch. 2.1(a)(i), Item 60
M-013 – M-031	Additional manufacturing/kitting equipment	Various	Various	Sch. 2.1(a)(i), Items 61–79

BILL OF SALE
Dated as of August 8, 2023
THIS BILL OF SALE (this "Bill of Sale") is made and delivered as of August 8, 2023 (the "Effective Date"), by Genome Dx Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware (the "Seller" or "GDT"), in favor of Meridian Precision Diagnostics, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Buyer" or "Meridian"). Seller and Buyer are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Seller and Buyer entered into that certain Asset Purchase Agreement dated as of May 11, 2023 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement" or the "APA"), pursuant to which Seller agreed to sell, assign, transfer, convey, and deliver to Buyer, and Buyer agreed to purchase and acquire from Seller, certain assets and properties of Seller related to Seller's OncuPath™ companion diagnostics assay line (the "OncuPath Business"), upon the terms and subject to the conditions set forth therein;
WHEREAS, the closing of the transactions contemplated by the Purchase Agreement (the "Closing") is occurring on the date hereof, August 8, 2023, and the Parties are executing and delivering this Bill of Sale and the other Transaction Documents (as defined in the Purchase Agreement) in connection with such Closing;
WHEREAS, this Bill of Sale is being executed and delivered by Seller to Buyer pursuant to Section 2.6(a)(iii) of the Purchase Agreement in order to effect the transfer and conveyance of the Purchased Assets (as defined in the Purchase Agreement) that constitute tangible personal property from Seller to Buyer at the Closing; and
WHEREAS, the total consideration for the Purchased Assets under the Purchase Agreement is One Hundred Forty Million Dollars ($140,000,000.00), comprising (i) One Hundred Twenty-Six Million Dollars ($126,000,000.00) in cash payable at Closing (the "Closing Cash Consideration") and (ii) an earnout of up to Fourteen Million Dollars ($14,000,000.00) payable upon achievement of certain clinical and regulatory milestones, as more particularly described in Section 2.4 and Article VIII of the Purchase Agreement (the "Earnout Consideration" and, together with the Closing Cash Consideration, the "Purchase Price").
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, representations, and warranties contained in the Purchase Agreement, and for other good and valuable consideration, the receipt, adequacy, and legal sufficiency of which are hereby acknowledged, Seller does hereby agree as follows:
Section 1. Definitions; Incorporation by Reference
1.1 Definitions. Capitalized terms used and not otherwise defined in this Bill of Sale shall have the respective meanings ascribed to such terms in the Purchase Agreement. Without limiting the generality of the foregoing, the terms "Purchased Assets," "Excluded Assets," "Encumbrances," "Permitted Encumbrances," "Transaction Documents," and "OncuPath Business" shall have the meanings set forth in the Purchase Agreement.
1.2 Incorporation by Reference. All terms, conditions, representations, warranties, covenants, agreements, and indemnification obligations of the Purchase Agreement are hereby incorporated into this Bill of Sale by reference and shall apply to this Bill of Sale as if fully set forth herein. This Bill of Sale is one of the Transaction Documents contemplated by the Purchase Agreement, and all provisions of the Purchase Agreement applicable to Transaction Documents generally shall apply to this Bill of Sale.
1.3 Conflict. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Bill of Sale and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall govern, control, and prevail in all respects, and this Bill of Sale shall be interpreted and construed in a manner consistent with the Purchase Agreement to the fullest extent possible.
Section 2. Transfer and Conveyance of Tangible Purchased Assets
2.1 Grant of Conveyance.
For good and valuable consideration, the receipt, adequacy, and legal sufficiency of which are hereby acknowledged by Seller, Seller does hereby irrevocably and unconditionally sell, assign, transfer, convey, grant, and deliver unto Buyer, and unto Buyer's successors and assigns forever, all of Seller's right, title, and interest in, to, and under all tangible personal property included within the Purchased Assets (as defined in the Purchase Agreement) (collectively, the "Tangible Purchased Assets"), free and clear of all Encumbrances (other than Permitted Encumbrances, as defined in the Purchase Agreement). The conveyance effected by this Bill of Sale is effective as of the Effective Date and shall be deemed to have occurred simultaneously with the Closing under the Purchase Agreement.
2.2 Description of Tangible Purchased Assets.
The Tangible Purchased Assets conveyed hereby include, without limitation, all of the following items of tangible personal property that are exclusively related to, or exclusively used or held for use in connection with, the OncuPath Business:
(a) Equipment. All laboratory equipment, diagnostic instruments, analyzers, automation platforms, liquid handling systems, thermal cyclers, sequencers, centrifuges, spectrophotometers, microscopes, incubators, cryogenic storage units, environmental monitoring systems, and associated hardware, tools, parts, accessories, and ancillary devices used in the development, testing, validation, manufacture, quality control, and commercialization of OncuPath™ companion diagnostics assays. Without limiting the generality of the foregoing, the equipment conveyed hereby includes:
(i) All manufacturing and kitting equipment located at the OncuPath manufacturing and kitting facility situated at 925 Industrial Court, Carlsbad, CA 92010, including but not limited to reagent dispensing systems, automated kitting lines, lyophilization equipment, environmental chambers, labeling and packaging machinery, and clean room equipment, in each case as more particularly described on Exhibit A attached hereto;
(ii) All research and development equipment located at the OncuPath reference laboratory and R&D facility situated at 4820 Towne Centre Drive, Suite 200, San Diego, CA 92121, including but not limited to next-generation sequencing platforms, real-time PCR systems, microarray scanners, mass spectrometers, flow cytometers, sample preparation workstations, bioanalyzers, and associated analytical instruments, in each case as more particularly described on Exhibit A attached hereto;
(iii) All computer hardware, servers, workstations, storage arrays, network switches, routers, firewalls, uninterruptible power supplies, printers, and other information technology infrastructure and equipment dedicated exclusively to the OncuPath Business at both the San Diego and Carlsbad facilities, including any backup, disaster recovery, or redundant systems exclusively serving the OncuPath Business; and
(iv) All vehicles, carts, dollies, pallet jacks, and other material handling equipment located at the foregoing facilities and dedicated exclusively to the OncuPath Business.
(b) Inventory. All inventory of every kind and description exclusively related to the OncuPath™ assay product line, wherever located (whether at the facilities described in Section 2.3, in transit, or at third-party warehouses or distribution centers), including without limitation:
(i) All raw materials, including oligonucleotides, primers, probes, enzymes, buffers, substrates, dyes, labels, and other biochemical reagents, and all plasticware, glassware, and other consumable laboratory materials used or intended for use in the manufacture of OncuPath™ assay kits;
(ii) All work-in-process, including partially assembled assay kits, reagent mixes in intermediate stages of production, and products undergoing quality control testing or stability studies;
(iii) All finished goods, including completed reagent kits, packaged and labeled OncuPath™ assay products ready for sale or distribution, and promotional and demonstration kits;
(iv) All assay components, packaging materials, inserts, labels, instructions for use, and labeling materials exclusively related to the OncuPath™ assay product line; and
(v) All samples, reference standards, calibrators, positive and negative controls, quality control materials, proficiency testing panels, and validation specimens related to OncuPath™ assays, including without limitation those associated with: (A) the three FDA-cleared 510(k) assays bearing clearance numbers K201847, K193215, and K210562; and (B) the OncuPath-HER3™ assay that is the subject of PMA Supplement No. P230014, submitted to the U.S. Food and Drug Administration on January 30, 2023 and currently pending review.
(c) Supplies and Consumables. All office supplies, laboratory consumables (including pipette tips, reaction tubes, microplates, slides, coverslips, gloves, lab coats, and other personal protective equipment), and other supplies and consumable items located at the OncuPath facilities identified in Section 2.3 hereof and dedicated exclusively to the operation of the OncuPath Business.
(d) Furniture and Fixtures. All furniture, fixtures, and leasehold improvements located at 4820 Towne Centre Drive, Suite 200, San Diego, CA 92121 and 925 Industrial Court, Carlsbad, CA 92010 that are exclusively used in or dedicated to the OncuPath Business, including without limitation desks, chairs, tables, shelving, cabinetry, laboratory benches and casework, fume hoods, biosafety cabinets, cold rooms, walk-in freezers, HVAC modifications, electrical upgrades, and plumbing modifications installed for the OncuPath Business; provided, however, that the Tangible Purchased Assets shall not include any fixtures permanently affixed to the real property demised under the applicable lease or sublease to the extent that such fixtures are the property of the landlord under the terms of such lease or sublease, or to the extent that removal of such fixtures is prohibited or restricted by the applicable lease or sublease without the landlord's consent (unless such consent has been obtained).
(e) Tangible Records and Documentation. All tangible books, records, files, correspondence, manuals, standard operating procedures, laboratory notebooks, batch records, device history records, device master records, design history files, quality assurance and quality control documentation, complaint files, medical device reports, corrective and preventive action (CAPA) records, validation and verification protocols and reports, regulatory submissions and correspondence (including all 510(k) premarket notifications, PMA supplements, and related submissions to the FDA), clinical study reports, and all other tangible documentation of every kind and description exclusively related to the OncuPath Business. Without limiting the foregoing, the Tangible Purchased Assets include all documentation supporting the CLIA certificate of accreditation (CLIA ID: 05D2178493) for the OncuPath reference laboratory located at 4820 Towne Centre Drive, Suite 200, San Diego, CA 92121, including proficiency testing records, personnel qualification records, procedure manuals, and quality management system documentation required for maintenance of such accreditation.
(f) Other Tangible Personal Property. All other tangible personal property of every kind and description, wherever located, that is exclusively used or held for use in the OncuPath Business and that is included within the definition of "Purchased Assets" under the Purchase Agreement, including but not limited to tooling, molds, jigs, dies, prototypes, demo units, trade show displays, and marketing collateral in tangible form, as more particularly described in the schedules to the Purchase Agreement (including, without limitation, Schedule 2.1(a) thereto).
2.3 Facility Locations.
The Tangible Purchased Assets are located primarily at the following facilities, subject to such Tangible Purchased Assets as may be in transit or located at third-party locations as of the Effective Date:
(a) OncuPath Reference Laboratory and R&D Facility: 4820 Towne Centre Drive, Suite 200, San Diego, CA 92121 (approximately 18,500 rentable square feet). The lease for this facility has been assigned to Buyer pursuant to a Consent to Assignment of Lease executed by Towne Centre Properties LLC as landlord, Seller as assignor, and Buyer as assignee, dated July 28, 2023, a copy of which has been delivered to Buyer at or prior to the Closing.
(b) OncuPath Manufacturing and Kitting Facility: 925 Industrial Court, Carlsbad, CA 92010 (approximately 12,200 rentable square feet). The sublease for this facility has been assigned to Buyer, and Buyer acknowledges that such sublease expires by its terms on December 31, 2025, unless extended in accordance with its terms.
For the avoidance of doubt, any Tangible Purchased Assets located at facilities other than those described above (including assets in transit, at third-party warehouses, at contract manufacturer or supplier locations, or otherwise temporarily situated outside the foregoing facilities) are conveyed hereby to the same extent as if located at the facilities described above, provided that such assets are exclusively related to the OncuPath Business and are included within the definition of Purchased Assets under the Purchase Agreement.
Section 3. Excluded Assets
Notwithstanding anything in this Bill of Sale to the contrary, the Tangible Purchased Assets conveyed hereby do not include, and Seller expressly retains all right, title, and interest in and to, the Excluded Assets as defined in Section 2.2 of the Purchase Agreement. Without limiting the generality of the foregoing, the following items of tangible personal property are expressly excluded from the conveyance effected by this Bill of Sale and are retained by Seller:
(a) All assets, equipment, inventory, supplies, documentation, and other tangible personal property related to the GenoStrat™ liquid biopsy platform and all other retained GDT businesses and product lines, whether located at the facilities described in Section 2.3 or elsewhere;
(b) All corporate-level cash, cash equivalents, bank accounts, short-term investments, and marketable securities of Seller;
(c) All rights to receive tax refunds, credits, or rebates attributable to pre-Closing Tax periods of Seller, to the extent relating to the Excluded Assets or the retained businesses of Seller;
(d) GDT's corporate name, the "Genome Dx Therapeutics" mark and logo, and all trademarks, service marks, trade names, and associated goodwill outside the OncuPath™ brand family (which OncuPath™ brand assets are transferred pursuant to a separate intellectual Property Assignment Agreement executed concurrently herewith);
(e) Any tangible personal property that is not exclusively related to, or exclusively used or held for use in, the OncuPath Business, including shared or dual-use equipment, supplies, or other assets that serve both the OncuPath Business and any retained business of Seller; and
(f) Any other assets specifically designated as "Excluded Assets" on the schedules to the Purchase Agreement.
Section 4. "As Is" Qualification; Purchase Agreement Governs
4.1 This Bill of Sale is executed and delivered subject in all respects to the terms, conditions, representations, warranties, covenants, agreements, and indemnification provisions set forth in the Purchase Agreement, each of which shall survive the execution and delivery of this Bill of Sale in accordance with their respective terms as set forth in the Purchase Agreement.
4.2 The representations and warranties of Seller with respect to the Tangible Purchased Assets, including without limitation representations and warranties relating to title, condition, sufficiency, and compliance with applicable laws, are solely as set forth in Article III of the Purchase Agreement and not in this Bill of Sale. Buyer's remedies with respect to any breach of such representations and warranties shall be exclusively as set forth in Article IX of the Purchase Agreement, subject to the limitations and qualifications contained therein.
4.3 Nothing in this Bill of Sale shall be deemed to enlarge, limit, modify, supplement, or otherwise alter any of the representations, warranties, covenants, agreements, or obligations of Seller or Buyer set forth in the Purchase Agreement. This Bill of Sale is intended solely to evidence and effectuate the conveyance of the Tangible Purchased Assets contemplated by the Purchase Agreement and is not intended to create, and shall not be construed to create, any independent rights or obligations not contained in the Purchase Agreement.
Section 5. Further Assurances
5.1 Seller hereby covenants and agrees that, from and after the date hereof, Seller shall, at the reasonable written request of Buyer and at Seller's sole cost and expense (except as otherwise expressly provided in the Purchase Agreement), promptly execute and deliver, or cause to be executed and delivered, such further bills of sale, assignments, instruments of transfer and conveyance, certificates of title, and other documents and instruments, and shall take or cause to be taken such other actions, as Buyer may reasonably request in order to more effectively sell, assign, transfer, convey, and deliver to Buyer the Tangible Purchased Assets, to vest in Buyer good and marketable title to the Tangible Purchased Assets (subject only to Permitted Encumbrances), and to confirm Buyer's title to and possession of the Tangible Purchased Assets.
5.2 The obligations of Seller under this Section 5 shall survive the Closing and shall remain in full force and effect in accordance with the terms and for the period specified in Section 6.4 of the Purchase Agreement.
Section 6. No Third-Party Beneficiaries
This Bill of Sale is entered into for the sole and exclusive benefit of Seller and Buyer and their respective successors and permitted assigns, and nothing in this Bill of Sale, express or implied, is intended to or shall confer upon any other person or entity (including, without limitation, any employee, creditor, customer, supplier, or agent of either Party) any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Bill of Sale.
Section 7. Binding Effect; Assignment
7.1 Binding Effect. This Bill of Sale shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
7.2 Assignment. This Bill of Sale may not be assigned, delegated, or otherwise transferred by either Party, in whole or in part, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of the other Party, which consent may be withheld in such Party's sole and absolute discretion; provided, however, that either Party may assign this Bill of Sale without the consent of the other Party to the extent, and in the manner, permitted under the assignment provisions of the Purchase Agreement. Any purported assignment in violation of this Section 7.2 shall be null, void, and of no force or effect.
Section 8. Governing Law
This Bill of Sale and all claims, disputes, actions, and proceedings (whether in contract, tort, statute, or otherwise) arising out of, relating to, or in connection with this Bill of Sale or the transactions contemplated hereby 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 of law or conflict of law provision, principle, 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 9. Counterparts
9.1 This Bill of Sale may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which, when so executed, shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument.
9.2 Delivery of an executed counterpart of a signature page to this Bill of Sale by facsimile transmission or by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall be equally as effective as delivery of a manually executed counterpart of this Bill of Sale. No Party may raise the use of such electronic delivery to challenge the validity, enforceability, or binding effect of this Bill of Sale.
Section 10. Entire Agreement
This Bill of Sale, together with the Purchase Agreement and the other Transaction Documents (as defined in the Purchase Agreement), including all exhibits, schedules, annexes, and attachments thereto, 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, warranties, understandings, commitments, offers, contracts, and agreements (whether oral or written) between the Parties with respect to such subject matter. No amendment, modification, supplement, or waiver of any provision of this Bill of Sale shall be effective unless made in writing and signed by the Party against whom enforcement of such amendment, modification, supplement, or waiver is sought.
[Remainder of this page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO BILL OF SALE
IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale to be duly executed and delivered as of the date first written above.
SELLER:
GENOME DX THERAPEUTICS INC.
By: ________
Name: Martin Kowalski
Title: Chief Financial Officer
Date: August 8, 2023
Address:
10250 Science Center Drive, Suite 600 San Diego, CA 92121
EIN: 47-3892061
ACKNOWLEDGED AND ACCEPTED BY BUYER:
The undersigned hereby acknowledges receipt of this Bill of Sale and the Tangible Purchased Assets conveyed hereby, subject to and in accordance with the terms and conditions of the Purchase Agreement.
MERIDIAN PRECISION DIAGNOSTICS, INC.
By: ________
Name: Angela Rossi
Title: Chief Financial Officer
Date: August 8, 2023
Address:
2400 Meridian Parkway, Suite 300 Durham, NC 27713
EIN: 56-4210783
EXHIBIT A
SCHEDULE OF MAJOR EQUIPMENT
This Exhibit A sets forth a detailed listing of the major laboratory, manufacturing, research and development, and information technology equipment included within the Tangible Purchased Assets conveyed by the foregoing Bill of Sale. This schedule is organized by facility location and cross-references the applicable asset schedules attached to the Purchase Agreement (including, without limitation, Schedule 2.1(a)(i) and Schedule 3.12 thereto). This Exhibit A shall be deemed a part of, and is incorporated by reference into, the Bill of Sale to which it is attached.
Part 1 — Equipment at OncuPath Reference Laboratory & R&D Facility
Location: 4820 Towne Centre Drive, Suite 200, San Diego, CA 92121
Note: Items R-016 through R-048 are listed in full detail on Schedule 2.1(a)(i) to the Purchase Agreement, which is incorporated herein by reference. Such items include, among other things, additional thermal cyclers, centrifuges, spectrophotometers, incubators, environmental monitoring equipment, sample tracking barcode systems, workstations, and ancillary laboratory instrumentation.
Part 2 — Equipment at OncuPath Manufacturing/Kitting Facility
Location: 925 Industrial Court, Carlsbad, CA 92010
Note: Items M-013 through M-031 are listed in full detail on Schedule 2.1(a)(i) to the Purchase Agreement, which is incorporated herein by reference. Such items include, among other things, additional dispensing stations, inspection equipment, barcode verification systems, pallet jacks, shelving units, workbenches, and ancillary manufacturing support equipment.
This Exhibit A is a summary schedule and is qualified in its entirety by reference to the detailed asset schedules attached to the Purchase Agreement, including Schedule 2.1(a)(i) (Tangible Personal Property), Schedule 3.12 (Condition of Assets), and Schedule 3.15 (IT Systems and Equipment). In the event of any discrepancy between this Exhibit A and the schedules to the Purchase Agreement, the schedules to the Purchase Agreement shall govern and control. All equipment listed herein is conveyed "as is" subject to the representations, warranties, and indemnification provisions of the Purchase Agreement.
[End of Exhibit A]
Item No. | Description | Manufacturer / Model | Serial No. | APA Schedule Ref.
R-001 | Next-Generation Sequencing System | Marlowe Group NovaSeq 6000 | SN-NV6K-04821 | Sch. 2.1(a)(i), Item 1
R-002 | Next-Generation Sequencing System | Marlowe Group NovaSeq 6000 | SN-NV6K-04822 | Sch. 2.1(a)(i), Item 2
R-003 | Real-Time PCR System | Westmark Corporation QuantStudio 7 Flex | SN-QS7F-19204 | Sch. 2.1(a)(i), Item 3
R-004 | Real-Time PCR System | Westmark Corporation QuantStudio 7 Flex | SN-QS7F-19205 | Sch. 2.1(a)(i), Item 4
R-005 | Automated Liquid Handler | Hamilton STAR Plus | SN-HSTR-08733 | Sch. 2.1(a)(i), Item 5
R-006 | Automated Liquid Handler | Hamilton STAR Plus | SN-HSTR-08734 | Sch. 2.1(a)(i), Item 6
R-007 | Microarray Scanner | Granite Harbor Corporation SureScan Dx | SN-AGSS-33107 | Sch. 2.1(a)(i), Item 7
R-008 | Flow Cytometer | Crestline & Co. CytoFLEX S | SN-BCCS-56210 | Sch. 2.1(a)(i), Item 8
R-009 | Bioanalyzer | Granite Harbor Corporation 2100 Bioanalyzer | SN-AG21-77431 | Sch. 2.1(a)(i), Item 9
R-010 | Mass Spectrometer | Drayton Holdings Triple Quad 6500+ | SN-SX65-10082 | Sch. 2.1(a)(i), Item 10
R-011 | Cryogenic Storage System (-80°C) | Westmark Corporation TSX Series | SN-TTSX-42019 | Sch. 2.1(a)(i), Item 11
R-012 | Cryogenic Storage System (-80°C) | Westmark Corporation TSX Series | SN-TTSX-42020 | Sch. 2.1(a)(i), Item 12
R-013 | Laboratory Information Management System (LIMS) Server | Brightmoor Group PowerEdge R740 (2-node cluster) | SN-DLPE-88401/02 | Sch. 2.1(a)(i), Item 13
R-014 | Bioinformatics Compute Server | Brightmoor Group PowerEdge R940xa | SN-DLPE-91503 | Sch. 2.1(a)(i), Item 14
R-015 | Network Storage Array | Cobalt Ridge Partners LLC AFF A400 | SN-NTAP-66230 | Sch. 2.1(a)(i), Item 15
R-016 – R-048 | Additional R&D and reference lab equipment | Various | Various | Sch. 2.1(a)(i), Items 16–48
Item No. | Description | Manufacturer / Model | Serial No. | APA Schedule Ref.
M-001 | Automated Reagent Dispensing System | Crestline & Co. Biomek i7 | SN-BCB7-22510 | Sch. 2.1(a)(i), Item 49
M-002 | Automated Reagent Dispensing System | Crestline & Co. Biomek i7 | SN-BCB7-22511 | Sch. 2.1(a)(i), Item 50
M-003 | Lyophilization System | Glenrock Enterprises VirTis Genesis | SN-SPVG-15803 | Sch. 2.1(a)(i), Item 51
M-004 | Environmental Chamber (Stability Testing) | Caron 6030 | SN-CR60-09174 | Sch. 2.1(a)(i), Item 52
M-005 | Environmental Chamber (Stability Testing) | Caron 6030 | SN-CR60-09175 | Sch. 2.1(a)(i), Item 53
M-006 | Automated Labeling System | Domino A-Series Plus | SN-DMAS-40821 | Sch. 2.1(a)(i), Item 54
M-007 | Clean Room HVAC and Filtration Unit | Fenmore & Co. CamCleaner CC6000 | SN-CMCL-71044 | Sch. 2.1(a)(i), Item 55
M-008 | Cold Storage Unit (2–8°C) | Westmark Corporation TSG Series (double door) | SN-TTSG-55029 | Sch. 2.1(a)(i), Item 56
M-009 | Cold Storage Unit (2–8°C) | Westmark Corporation TSG Series (double door) | SN-TTSG-55030 | Sch. 2.1(a)(i), Item 57
M-010 | Packaging Line (semi-automated) | Quillon Enterprises Autobag | SN-SAAB-34016 | Sch. 2.1(a)(i), Item 58
M-011 | Quality Control PCR Workstation | Northpoint Group CFX Opus 384 | SN-BRCO-28107 | Sch. 2.1(a)(i), Item 59
M-012 | Manufacturing Execution System (MES) Server | HP ProLiant DL380 Gen10 | SN-HPDL-63208 | Sch. 2.1(a)(i), Item 60
M-013 – M-031 | Additional manufacturing/kitting equipment | Various | Various | Sch. 2.1(a)(i), Items 61–79