1013-00006 · Client 1013 · Correspondence

letter-post-closing-cooperation.docx DOCUMENT M&A / Corporate

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

555 South Hope Street, Suite 4400 Los Angeles, California 90071 Telephone: (213) 555-8200 Facsimile: (213) 555-8201 www.calderwoodharkness.com

August 14, 2023

David Pruitt, Esq. General Counsel Meridian Precision Diagnostics, Inc. 2400 Meridian Parkway, Suite 300 Durham, North Carolina 27713

Re: Post-Closing Cooperation Obligations — Asset Purchase Agreement dated May 11, 2023 (the "APA"), by and between Genome Dx Therapeutics Inc. ("Seller" or "GDT") and Meridian Precision Diagnostics, Inc. ("Buyer" or "Meridian"); Closing Date: August 8, 2023

C&H Matter No. 1013-00006&A-4471

Dear Mr. Pruitt:

I am writing on behalf of our client, Genome Dx Therapeutics Inc., in my capacity as Responsible Partner at Calderwood & Harkness LLP, counsel to Seller in connection with the above-referenced transaction. The purpose of this letter is to confirm Seller's understanding of, and continuing commitment to, its post-closing cooperation obligations arising under the APA, the Earnout Agreement attached as Exhibit F to the APA (the "Earnout Agreement"), and the Transition Services Agreement dated August 8, 2023, by and between GDT and Meridian (the "TSA," and together with the APA and the Earnout Agreement, the "Transaction Documents").

As you are aware, closing of the transactions contemplated by the APA (the "Closing") occurred on August 8, 2023 (the "Closing Date"). All closing deliverables were duly exchanged on or prior to the Closing Date, including, without limitation: (i) payment by Buyer of the closing cash purchase price of One Hundred Twenty-Six Million Dollars ($126,000,000) by wire transfer of immediately available funds to the account designated by Seller; (ii) deposit by Buyer of Fourteen Million Dollars ($14,000,000) into escrow with Ashgrove Equity Partners Escrow Services, Inc. (Account No. 8841-7023-5500) (the "Escrow Account") in accordance with the Escrow Agreement dated August 8, 2023 (the "Escrow Agreement"); (iii) execution and delivery of the Bill of Sale; (iv) execution and delivery of the Assignment and Assumption Agreement; (v) execution and delivery of the intellectual Property Assignment Agreement; and (vi) delivery of all required third-party consents, officer's certificates, secretary's certificates, and other closing certificates and documents contemplated by the APA. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the APA.

This letter is intended to memorialize the parties' mutual understanding of the post-closing cooperation framework and to serve as a reference point for the orderly administration of the parties' respective rights and obligations during the post-closing period. Nothing in this letter is intended to modify, amend, or supplement any provision of the Transaction Documents, and in the event of any conflict between the terms of this letter and the terms of any Transaction Document, the terms of the applicable Transaction Document shall control.

1. Bring-Down Confirmation

Seller hereby confirms that the representations and warranties of Seller set forth in Article IV of the APA were true and correct in all material respects (or, with respect to those representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the date of the APA and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct as of such earlier date). The foregoing confirmation is consistent with, and was previously certified by, Martin Kowalski, Chief Financial Officer of Genome Dx Therapeutics Inc., in the Seller's Closing Certificate dated August 8, 2023, delivered to Buyer at the Closing in accordance with Section 8.2(a) of the APA.

Seller further confirms that it complied with all pre-closing covenants set forth in Article VI of the APA during the period between the execution of the APA on May 11, 2023 and the Closing Date on August 8, 2023, including, without limitation, Seller's obligations with respect to the conduct of the OncuPath Business in the ordinary course of business consistent with past practice, the preservation of relationships with key customers, suppliers, and employees, and cooperation with Buyer in connection with the satisfaction of the conditions precedent to Closing.

Seller confirms that all conditions precedent to the Closing set forth in Article VIII of the APA were satisfied (or, where applicable, waived by the appropriate party) on or prior to the Closing Date, including the following:

(a) Hart-Scott-Rodino Act Clearance. Early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was granted by the Federal Trade Commission on June 22, 2023, and no second request for additional information was issued in connection with the transaction.

(b) Vantage Molecular Sciences License Consent. The consent to assignment of the Exclusive License Agreement dated September 12, 2019, by and between GDT and Vantage Molecular Sciences, Inc., as required by Section 8.1(d) of the APA, was obtained on July 14, 2023. A fully executed copy of such consent was delivered to Buyer at the Closing.

(c) Towne Centre Lease Consent. The consent of Towne Centre Properties LLC, as landlord, to the assignment of that certain Commercial Lease Agreement dated March 1, 2017, as amended, for the premises located at 4820 Towne Centre Drive, Suite 200, San Diego, California 92121 (the "San Diego Facility"), was obtained on July 28, 2023. The landlord's consent was delivered in the form agreed upon by the parties, and no material modifications to the existing lease terms were required as a condition to such consent.

(d) Carlsbad Sublease Assignment. The assignment of the sublease for the premises located at 925 Industrial Court, Carlsbad, California 92010 (the "Carlsbad Facility"), was duly executed and delivered at the Closing in accordance with the terms of the APA.

(e) Board Approvals. The board of directors of GDT approved the transactions contemplated by the APA on May 8, 2023, and we understand that the board of directors of Meridian approved such transactions on May 10, 2023.

Seller further confirms that, to Seller's Knowledge (as defined in the APA), no Material Adverse Effect has occurred with respect to the OncuPath Business during the period between the execution of the APA on May 11, 2023 and the Closing Date on August 8, 2023, and no event, circumstance, or condition has occurred during such period that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the OncuPath Business.

2. Earnout Cooperation Obligations

2.1 Overview of Earnout Structure

The Earnout Agreement, attached as Exhibit F to the APA, governs the terms and conditions of the contingent earnout consideration payable by Buyer to Seller upon the achievement of two clinical and regulatory milestones (each, a "Milestone") within the thirty-six (36) month period commencing on the Closing Date and ending on August 8, 2026 (the "Earnout Period"). The total earnout consideration payable under the Earnout Agreement is up to Fourteen Million Dollars ($14,000,000), allocated between the two Milestones as follows:

(a) Milestone 1 — Eight Million Dollars ($8,000,000): Payable upon the earlier to occur of (i) the receipt by Buyer of clearance or approval from the United States Food and Drug Administration (the "FDA") of the OncuPath-HER3™ assay as a companion diagnostic for any FDA-approved therapeutic product, or (ii) August 8, 2025 (twenty-four (24) months following the Closing Date), provided that such clearance or approval has been obtained on or before August 8, 2025 (the "Milestone 1 Deadline"). For the avoidance of doubt, the form of FDA clearance or approval (whether by premarket approval, premarket approval supplement, 510(k) clearance, or de novo classification) shall not affect the determination of whether Milestone 1 has been achieved.

(b) Milestone 2 — Six Million Dollars ($6,000,000): Payable upon the satisfaction of both of the following conditions on or before August 8, 2026 (thirty-six (36) months following the Closing Date) (the "Milestone 2 Deadline"): (i) the issuance by the Centers for Medicare & Medicaid Services ("CMS") of a unique Healthcare Common Procedure Coding System ("HCPCS") code for the OncuPath-HER3™ assay (or any successor assay derived therefrom), and (ii) the receipt by Buyer of the first Medicare reimbursement payment for the OncuPath-HER3™ assay (or any successor assay derived therefrom) under such HCPCS code.

Seller notes for the record that a premarket approval supplement for the OncuPath-HER3™ assay (PMA Supplement No. P230014) was submitted to the FDA on January 30, 2023, prior to the Closing, and such submission remains pending as of the date of this letter. Seller understands that Buyer intends to continue to prosecute such PMA supplement application following the Closing, and Seller stands ready to provide such cooperation as may be necessary or reasonably requested in connection therewith, as more fully described below.

2.2 Seller's Cooperation Commitments

Seller hereby confirms its commitment to cooperate with Buyer in good faith to support the achievement of Milestones 1 and 2 during the Earnout Period, as required by Section 3.4 of the Earnout Agreement. Without limiting the generality of the foregoing, Seller's cooperation obligations include the following:

(a) Historical Regulatory and Clinical Records. Seller will make available to Buyer, upon reasonable request and to the extent retained by Seller or reasonably accessible to Seller, historical regulatory and clinical records related to the OncuPath-HER3™ assay, including pre-submission correspondence with the FDA (including pre-submission meeting minutes and related agency feedback), clinical validation data and study reports, design history files, manufacturing records, and supporting technical files. To the extent that any such records were included in the Purchased Assets and delivered to Buyer at the Closing, Seller's obligation under this paragraph shall be limited to providing reasonable assistance in locating and interpreting such records.

(b) Access to GDT Personnel. Seller will provide Buyer with reasonable access to GDT personnel who were involved in the development, clinical validation, and regulatory submission of the OncuPath-HER3™ assay but who did not transfer to Meridian as part of the transaction, subject to reasonable scheduling and availability of such personnel. Buyer shall reimburse Seller for any reasonable out-of-pocket costs incurred by Seller in connection with making such personnel available, including travel expenses, in accordance with Section 3.4(c) of the Earnout Agreement. Seller's obligation under this paragraph shall not require Seller to compel any employee to participate in any activity outside the scope of such employee's regular duties, nor shall Seller be required to retain any employee solely for the purpose of fulfilling this obligation.

(c) Third-Party Introductions. Seller will use commercially reasonable efforts to facilitate introductions between Buyer and third-party investigators, contract research organizations, or clinical sites that participated in OncuPath-HER3™ studies, as reasonably requested by Buyer. Seller makes no representation or warranty as to the willingness or availability of any such third party to cooperate with Buyer or to participate in any ongoing or future regulatory or clinical activities.

(d) FDA Correspondence and Deficiency Responses. Seller will cooperate with Buyer in responding to any requests for additional information, deficiency letters, major deficiency letters, or other communications from the FDA related to PMA Supplement No. P230014, to the extent that such response requires historical data, institutional knowledge, or supporting documentation that is within Seller's possession or control. Seller's cooperation under this paragraph shall include, where appropriate, review and comment on draft responses prepared by Buyer, participation in preparation sessions for advisory committee meetings (if applicable), and such other assistance as may be reasonably requested.

Seller notes that certain key OncuPath personnel have transferred to Meridian's employ as of the Closing Date, including Dr. Lara Okonkwo (formerly Vice President, OncuPath Research & Development at GDT), Samuel Briggs (formerly Director, OncuPath Commercial Operations at GDT), and Yuki Tanabe (formerly Head of Regulatory Affairs, OncuPath at GDT). These individuals possess substantial institutional knowledge regarding the OncuPath-HER3™ assay and the pending PMA supplement and are expected to serve as the primary points of contact for regulatory and clinical continuity during the Earnout Period. Seller anticipates that the transfer of these key personnel will materially facilitate the achievement of the Milestones.

2.3 Commercially Reasonable Efforts Standard

Seller acknowledges that, pursuant to Section 3.1 of the Earnout Agreement, Buyer is obligated to use commercially reasonable efforts (as defined in the Earnout Agreement) to achieve Milestones 1 and 2 during the Earnout Period. The parties have agreed upon a detailed definition of "commercially reasonable efforts" in the Earnout Agreement, which takes into account, among other factors, the efforts and resources that a company of similar size and capabilities in the companion diagnostics industry would devote to a product at a similar stage of development and with a similar commercial profile.

Seller hereby reserves all of its rights under the Earnout Agreement with respect to monitoring Buyer's compliance with the commercially reasonable efforts standard, including, without limitation, Seller's right, pursuant to Section 3.5 of the Earnout Agreement, to request periodic written updates from Buyer on the status of the FDA review process for PMA Supplement No. P230014, the status of the HCPCS coding application, and any material developments relating to Medicare reimbursement for the OncuPath-HER3™ assay. Seller expects that Buyer will provide such updates on at least a quarterly basis, or more frequently upon reasonable request if material developments warrant such additional updates.

In the event of any disagreement between the parties regarding the achievement of a Milestone or Buyer's compliance with the commercially reasonable efforts standard, the parties shall endeavor to resolve such disagreement in accordance with the dispute resolution mechanics set forth in Section 7 of the Earnout Agreement, which provides for escalation to senior executives of the parties, followed by binding arbitration administered by JAMS in San Diego, California, if the dispute cannot be resolved through executive-level negotiation within the timeframe specified therein.

2.4 Anti-Embarrassment and Acceleration Provisions

Seller notes the parties' mutual understanding, as reflected in Section 5 of the Earnout Agreement, that all earnout payments shall accelerate in full and become immediately due and payable in the event of a Buyer Change of Control (as defined in the Earnout Agreement) during the Earnout Period. In such event, the full amount of any then-unpaid Milestone payments shall become payable to Seller at the closing of such Change of Control transaction, without regard to whether the applicable Milestones have been achieved at such time.

Seller further reserves all anti-embarrassment protections negotiated under the Earnout Agreement, including, without limitation, the provisions restricting Buyer's ability to take actions during the Earnout Period that are primarily intended to avoid or delay the achievement of the Milestones or to reduce or eliminate the earnout consideration. Seller considers these protections to be material terms of the transaction and intends to monitor Buyer's conduct during the Earnout Period accordingly.

3. Transition Services Agreement Cooperation

3.1 Scope of TSA Services

Seller confirms its readiness to perform the transition services described in the TSA for a period of up to nine (9) months following the Closing Date (i.e., through approximately May 8, 2024), unless earlier terminated in whole or in part in accordance with the terms of the TSA. The transition services to be provided by Seller include the following service categories, as more fully described in Schedule A to the TSA:

(a) IT Infrastructure Support. Seller will provide information technology support services, including data migration from Seller's enterprise systems to Buyer's designated platforms, continued access to Seller's laboratory information management systems (LIMS), email and collaboration tools, and network infrastructure during the transition period. Seller will assign qualified IT personnel to manage the migration and ensure continuity of critical systems. The parties will cooperate in developing a detailed data migration plan within thirty (30) days of the Closing Date.

(b) Facilities Management. Seller will provide facilities management services for the OncuPath Laboratory and R&D facility at the San Diego Facility and the manufacturing and kitting space at the Carlsbad Facility during the transition period, including building access, security, janitorial services, HVAC maintenance, and utilities coordination. Such services will continue until Buyer has completed the transition of facility management responsibilities to its own operations team or to third-party service providers retained by Buyer.

(c) HR and Payroll Administration. Seller will provide human resources and payroll administration services for the seventy-eight (78) employees who transferred to Buyer's employ on the Closing Date (the "Transferred Employees") during the payroll cutover period, which the parties currently expect to conclude within approximately sixty (60) days following the Closing Date. Such services include processing of payroll, administration of benefits during the transition period, COBRA notifications, and coordination with Buyer's designated payroll and benefits providers to ensure a seamless transition.

All transition services under the TSA will be provided at Seller's actual cost plus a markup of five percent (5%), as set forth in Section 4.1 of the TSA. Seller will submit monthly invoices to Buyer for services rendered, and Buyer shall pay such invoices within thirty (30) days of receipt.

3.2 Key Contacts for TSA Administration

For purposes of day-to-day administration of the TSA, Seller has designated the following individuals as its primary contacts:

• Legal and Contractual Matters: Rebecca Chiang, General Counsel, Genome Dx Therapeutics Inc. (telephone: (858) 555-3200; email: rchiang@genomedx.com)

• Billing and Financial Matters: Martin Kowalski, Chief Financial Officer, Genome Dx Therapeutics Inc. (telephone: (858) 555-3205; email: mkowalski@genomedx.com)

Seller requests that Buyer designate a single point of contact for TSA service requests and issue resolution, and provide such contact information to Ms. Chiang at the earliest opportunity. Centralizing communications through designated contacts will facilitate efficient service delivery and minimize the risk of miscommunication during the transition period.

For any disputes, interpretation questions, or other legal matters arising under the TSA, Buyer may contact Tiffany Rosenthal, Lead Associate, Calderwood & Harkness LLP (telephone: (213) 555-8244; email: trosenthal@calderwoodharkness.com), or James Prentice, Responsible Partner, Calderwood & Harkness LLP (telephone: (213) 555-8212; email: jprentice@calderwoodharkness.com).

3.3 TSA Termination

Pursuant to Section 6.2 of the TSA, Buyer has the right to terminate any individual service category under the TSA upon thirty (30) days' prior written notice to Seller. Buyer may terminate services on a service-by-service basis without affecting the continuation of other services under the TSA. Upon the expiration or earlier termination of the TSA (or any individual service thereunder), Seller's obligation to provide the applicable services shall cease, and all fees and expenses incurred by Seller through the effective date of such expiration or termination shall be invoiced to Buyer and shall be payable within thirty (30) days of receipt of the final invoice. Seller encourages Buyer to provide advance notice of its planned termination timeline for each service category so that Seller can plan its internal resource allocation accordingly.

4. Post-Closing Working Capital Adjustment

The APA provides for a post-closing true-up of Net Working Capital (as defined in the APA), calculated in accordance with the methodologies and accounting principles set forth in Exhibit D to the APA. The parties agreed upon a target Net Working Capital amount of Six Million Eight Hundred Thousand Dollars ($6,800,000) (the "Target NWC"), subject to a collar of plus or minus Three Hundred Fifty Thousand Dollars ($350,000). To the extent that the final Net Working Capital as of the Closing Date exceeds or falls below the Target NWC by more than the amount of the collar, the purchase price shall be adjusted upward (in favor of Seller) or downward (in favor of Buyer), as applicable.

The final closing balance sheet is to be prepared by Haverford & Lane LLP, Seller's independent auditor (engagement partner: Douglas Crane, CPA), in accordance with the procedures set forth in Section 2.5 of the APA. The parties have ninety (90) days from the Closing Date — i.e., until November 6, 2023 — to complete the Net Working Capital adjustment process, including the preparation and delivery of the closing balance sheet, Buyer's review and objection period, and resolution of any disputes.

Seller and Buyer are expected to cooperate fully in providing access to books, records, work papers, and personnel necessary for the preparation and review of the final closing balance sheet. Seller will instruct Haverford & Lane LLP to provide Buyer and Buyer's auditors with reasonable access to the work papers supporting the closing balance sheet, subject to customary confidentiality protections and professional standards. In the event that the parties are unable to agree on the final Net Working Capital determination, the dispute resolution procedures set forth in Section 2.5(d) of the APA shall apply, including referral to an independent accounting firm for binding determination.

5. Escrow and Indemnification Reminders

Seller confirms that Fourteen Million Dollars ($14,000,000) was deposited by Buyer into the Escrow Account (Ashgrove Equity Partners Escrow Services, Inc., Account No. 8841-7023-5500) on the Closing Date in accordance with the Escrow Agreement, to secure Seller's indemnification obligations under Article X of the APA. The escrow funds are held and will be released in accordance with the following schedule:

(a) First Release. Fifty percent (50%) of the remaining balance in the Escrow Account (after deduction of any amounts previously released or reserved for pending indemnification claims) shall be released to Seller on August 8, 2024, which is twelve (12) months following the Closing Date.

(b) Final Release. The remaining balance in the Escrow Account (after deduction of any amounts previously released or reserved for pending indemnification claims) shall be released to Seller on February 8, 2025, which is the expiration of the eighteen (18) month general survival period for representations and warranties under the APA, net of any amounts reserved for or subject to pending indemnification claims as of such date.

For reference, the key indemnification parameters under Article X of the APA are summarized as follows:

• Indemnification Cap: Twenty-Eight Million Dollars ($28,000,000), representing twenty percent (20%) of the Total Consideration (defined as the sum of the closing cash purchase price, the escrow deposit, and the maximum earnout consideration).

• Basket: The tipping basket threshold is One Million Four Hundred Thousand Dollars ($1,400,000). Once Buyer's aggregate indemnifiable losses exceed the basket amount, Seller shall be liable for all such losses from the first dollar (i.e., the basket operates as a tipping basket, not a true deductible).

• De Minimis Threshold: Seventy-Five Thousand Dollars ($75,000) per individual claim. Individual claims with a value below the de minimis threshold shall not be counted toward the basket or otherwise give rise to indemnification liability.

• General Survival Period: The representations and warranties of Seller (other than the Fundamental Representations) shall survive the Closing for a period of eighteen (18) months, expiring on February 8, 2025.

• Fundamental Representations Survival Period: The Fundamental Representations (including representations relating to organization, authority, capitalization, title to assets, and tax matters) shall survive the Closing for a period of sixty (60) months, expiring on August 8, 2028.

Seller notes for the record that Buyer has obtained a representations and warranties insurance policy issued by Apex Mutual Insurance Company (Policy No. RWI-2023-07182) (the "R&W Insurance Policy"), which is currently in effect and provides coverage with a policy limit of Twenty-Eight Million Dollars ($28,000,000) and a retention of One Million Four Hundred Thousand Dollars ($1,400,000). Seller understands that the R&W Insurance Policy is intended to serve as Buyer's primary recourse for indemnifiable losses in excess of the retention amount, subject to the terms and conditions of such policy, and that Buyer has agreed to look first to the R&W Insurance Policy before making claims against the Escrow Account or directly against Seller, except with respect to claims arising from fraud, willful misconduct, or breaches of Fundamental Representations, in each case as provided in Article X of the APA.

6. Purchase Price Allocation

Seller reminds Buyer that, pursuant to Section 2.7 of the APA, the parties are obligated to agree upon the allocation of the aggregate purchase price (including the closing cash payment, the escrow deposit, the assumed liabilities, and any contingent earnout consideration) among the Purchased Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder. The APA requires that such allocation be mutually agreed upon within one hundred twenty (120) days following the Closing Date — i.e., by December 6, 2023.

Leonard Cross, tax counsel at Calderwood & Harkness LLP, has prepared a preliminary purchase price allocation on behalf of Seller and will be contacting Buyer's tax advisors in the near term to discuss and finalize the allocation. Seller requests that Buyer designate its tax advisor contact for purposes of coordinating on the Section 1060 allocation and provide such contact information to Mr. Cross at lcross@calderwoodharkness.com or (213) 555-8230. Timely completion of the allocation is important to ensure that both parties are able to file consistent IRS Forms 8594 with their respective federal income tax returns.

7. General Cooperation and Communication

Seller reaffirms its commitment to good-faith cooperation with Buyer in all post-closing matters arising under the Transaction Documents, including, without limitation, cooperation in connection with any governmental filings, third-party inquiries, litigation matters, insurance claims, or other matters that may require Seller's participation or assistance following the Closing.

In accordance with Section 12.1 of the APA, all post-closing notices, requests, demands, and other communications under the APA and the other Transaction Documents should be directed to the following addresses:

For Genome Dx Therapeutics Inc.:

Rebecca Chiang, General Counsel Genome Dx Therapeutics Inc. 10250 Science Center Drive, Suite 600 San Diego, California 92121 Telephone: (858) 555-3200

Email: rchiang@genomedx.com

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

James Prentice, Partner Calderwood & Harkness LLP 555 South Hope Street, Suite 4400 Los Angeles, California 90071 Telephone: (213) 555-8212

Email: jprentice@calderwoodharkness.com

Seller requests that Buyer confirm its corresponding notice designations under the APA, including the contact information for Buyer's General Counsel, Buyer's outside counsel, and any other persons to whom copies of notices should be sent.

8. Non-Competition Acknowledgment

Seller hereby confirms that the Non-Competition and Non-Solicitation Agreement executed by GDT in favor of Meridian on the Closing Date (the "Restrictive Covenant Agreement") is in full force and effect. Under the Restrictive Covenant Agreement, Seller is subject to the following restrictive covenants:

(a) Non-Competition. For a period of three (3) years following the Closing Date (i.e., through August 8, 2026), Seller and its controlled affiliates shall not, directly or indirectly, engage in, invest in, own, manage, operate, or provide services to any business or enterprise that develops, manufactures, markets, distributes, or sells companion diagnostic products or services within the United States, subject to the exceptions and carve-outs set forth in the Restrictive Covenant Agreement.

(b) Non-Solicitation. For a period of two (2) years following the Closing Date (i.e., through August 8, 2025), Seller and its controlled affiliates shall not, directly or indirectly, solicit, recruit, hire, or induce any of the seventy-eight (78) Transferred Employees to leave Buyer's employ or to accept employment with Seller or any of its affiliates.

Seller acknowledges these obligations and confirms that GDT's retained business operations are focused on the GenoStrat™ liquid biopsy platform, which Seller does not believe falls within the scope of the companion diagnostics field as defined in the Restrictive Covenant Agreement. Seller intends to continue to conduct its retained business operations in full compliance with the Restrictive Covenant Agreement.

We are confident that the post-closing cooperation framework outlined in this letter, together with the detailed provisions of the Transaction Documents, will provide a strong foundation for a productive and collaborative relationship between GDT and Meridian during the post-closing period. We believe that the successful achievement of the earnout milestones and the smooth transition of the OncuPath Business operations are objectives shared by both parties, and Seller is committed to supporting those objectives to the fullest extent of its obligations under the Transaction Documents.

Should you or your colleagues have any questions regarding the matters addressed in this letter, or any other post-closing matters arising under the Transaction Documents, please do not hesitate to contact me at (213) 555-8212 or jprentice@calderwoodharkness.com, or Tiffany Rosenthal at (213) 555-8244 or trosenthal@calderwoodharkness.com. We would appreciate it if Buyer's counsel, Jonathan Whitfield at Whitfield Sayer & Gregg LLP, would acknowledge receipt of this letter and confirm Buyer's agreement with the cooperation framework outlined herein at his earliest convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

James Prentice, Partner On behalf of Genome Dx Therapeutics Inc.

cc: (via email unless otherwise noted)

Dr. Helena Vasquez, Chief Executive Officer, Genome Dx Therapeutics Inc. Martin Kowalski, Chief Financial Officer, Genome Dx Therapeutics Inc. Rebecca Chiang, General Counsel, Genome Dx Therapeutics Inc. Nathaniel Hargrove, Board Chair, Genome Dx Therapeutics Inc. / Pinnacle Biosciences Partners Fund III, L.P. Sandra Tung, Billing Partner, Calderwood & Harkness LLP Tiffany Rosenthal, Lead Associate, Calderwood & Harkness LLP Victor Sandoval, Managing Director, Brindoval Partners LLC Jonathan Whitfield, Whitfield Sayer & Gregg LLP (via email)

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
555 South Hope Street, Suite 4400 Los Angeles, California 90071 Telephone: (213) 555-8200 Facsimile: (213) 555-8201 www.calderwoodharkness.com
August 14, 2023
David Pruitt, Esq. General Counsel Meridian Precision Diagnostics, Inc. 2400 Meridian Parkway, Suite 300 Durham, North Carolina 27713
Re: Post-Closing Cooperation Obligations — Asset Purchase Agreement dated May 11, 2023 (the "APA"), by and between Genome Dx Therapeutics Inc. ("Seller" or "GDT") and Meridian Precision Diagnostics, Inc. ("Buyer" or "Meridian"); Closing Date: August 8, 2023
C&H Matter No. 1013-00006&A-4471
Dear Mr. Pruitt:
I am writing on behalf of our client, Genome Dx Therapeutics Inc., in my capacity as Responsible Partner at Calderwood & Harkness LLP, counsel to Seller in connection with the above-referenced transaction. The purpose of this letter is to confirm Seller's understanding of, and continuing commitment to, its post-closing cooperation obligations arising under the APA, the Earnout Agreement attached as Exhibit F to the APA (the "Earnout Agreement"), and the Transition Services Agreement dated August 8, 2023, by and between GDT and Meridian (the "TSA," and together with the APA and the Earnout Agreement, the "Transaction Documents").
As you are aware, closing of the transactions contemplated by the APA (the "Closing") occurred on August 8, 2023 (the "Closing Date"). All closing deliverables were duly exchanged on or prior to the Closing Date, including, without limitation: (i) payment by Buyer of the closing cash purchase price of One Hundred Twenty-Six Million Dollars ($126,000,000) by wire transfer of immediately available funds to the account designated by Seller; (ii) deposit by Buyer of Fourteen Million Dollars ($14,000,000) into escrow with Ashgrove Equity Partners Escrow Services, Inc. (Account No. 8841-7023-5500) (the "Escrow Account") in accordance with the Escrow Agreement dated August 8, 2023 (the "Escrow Agreement"); (iii) execution and delivery of the Bill of Sale; (iv) execution and delivery of the Assignment and Assumption Agreement; (v) execution and delivery of the intellectual Property Assignment Agreement; and (vi) delivery of all required third-party consents, officer's certificates, secretary's certificates, and other closing certificates and documents contemplated by the APA. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the APA.
This letter is intended to memorialize the parties' mutual understanding of the post-closing cooperation framework and to serve as a reference point for the orderly administration of the parties' respective rights and obligations during the post-closing period. Nothing in this letter is intended to modify, amend, or supplement any provision of the Transaction Documents, and in the event of any conflict between the terms of this letter and the terms of any Transaction Document, the terms of the applicable Transaction Document shall control.
1. Bring-Down Confirmation
Seller hereby confirms that the representations and warranties of Seller set forth in Article IV of the APA were true and correct in all material respects (or, with respect to those representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the date of the APA and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct as of such earlier date). The foregoing confirmation is consistent with, and was previously certified by, Martin Kowalski, Chief Financial Officer of Genome Dx Therapeutics Inc., in the Seller's Closing Certificate dated August 8, 2023, delivered to Buyer at the Closing in accordance with Section 8.2(a) of the APA.
Seller further confirms that it complied with all pre-closing covenants set forth in Article VI of the APA during the period between the execution of the APA on May 11, 2023 and the Closing Date on August 8, 2023, including, without limitation, Seller's obligations with respect to the conduct of the OncuPath Business in the ordinary course of business consistent with past practice, the preservation of relationships with key customers, suppliers, and employees, and cooperation with Buyer in connection with the satisfaction of the conditions precedent to Closing.
Seller confirms that all conditions precedent to the Closing set forth in Article VIII of the APA were satisfied (or, where applicable, waived by the appropriate party) on or prior to the Closing Date, including the following:
(a) Hart-Scott-Rodino Act Clearance. Early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was granted by the Federal Trade Commission on June 22, 2023, and no second request for additional information was issued in connection with the transaction.
(b) Vantage Molecular Sciences License Consent. The consent to assignment of the Exclusive License Agreement dated September 12, 2019, by and between GDT and Vantage Molecular Sciences, Inc., as required by Section 8.1(d) of the APA, was obtained on July 14, 2023. A fully executed copy of such consent was delivered to Buyer at the Closing.
(c) Towne Centre Lease Consent. The consent of Towne Centre Properties LLC, as landlord, to the assignment of that certain Commercial Lease Agreement dated March 1, 2017, as amended, for the premises located at 4820 Towne Centre Drive, Suite 200, San Diego, California 92121 (the "San Diego Facility"), was obtained on July 28, 2023. The landlord's consent was delivered in the form agreed upon by the parties, and no material modifications to the existing lease terms were required as a condition to such consent.
(d) Carlsbad Sublease Assignment. The assignment of the sublease for the premises located at 925 Industrial Court, Carlsbad, California 92010 (the "Carlsbad Facility"), was duly executed and delivered at the Closing in accordance with the terms of the APA.
(e) Board Approvals. The board of directors of GDT approved the transactions contemplated by the APA on May 8, 2023, and we understand that the board of directors of Meridian approved such transactions on May 10, 2023.
Seller further confirms that, to Seller's Knowledge (as defined in the APA), no Material Adverse Effect has occurred with respect to the OncuPath Business during the period between the execution of the APA on May 11, 2023 and the Closing Date on August 8, 2023, and no event, circumstance, or condition has occurred during such period that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the OncuPath Business.
2. Earnout Cooperation Obligations
2.1 Overview of Earnout Structure
The Earnout Agreement, attached as Exhibit F to the APA, governs the terms and conditions of the contingent earnout consideration payable by Buyer to Seller upon the achievement of two clinical and regulatory milestones (each, a "Milestone") within the thirty-six (36) month period commencing on the Closing Date and ending on August 8, 2026 (the "Earnout Period"). The total earnout consideration payable under the Earnout Agreement is up to Fourteen Million Dollars ($14,000,000), allocated between the two Milestones as follows:
(a) Milestone 1 — Eight Million Dollars ($8,000,000): Payable upon the earlier to occur of (i) the receipt by Buyer of clearance or approval from the United States Food and Drug Administration (the "FDA") of the OncuPath-HER3™ assay as a companion diagnostic for any FDA-approved therapeutic product, or (ii) August 8, 2025 (twenty-four (24) months following the Closing Date), provided that such clearance or approval has been obtained on or before August 8, 2025 (the "Milestone 1 Deadline"). For the avoidance of doubt, the form of FDA clearance or approval (whether by premarket approval, premarket approval supplement, 510(k) clearance, or de novo classification) shall not affect the determination of whether Milestone 1 has been achieved.
(b) Milestone 2 — Six Million Dollars ($6,000,000): Payable upon the satisfaction of both of the following conditions on or before August 8, 2026 (thirty-six (36) months following the Closing Date) (the "Milestone 2 Deadline"): (i) the issuance by the Centers for Medicare & Medicaid Services ("CMS") of a unique Healthcare Common Procedure Coding System ("HCPCS") code for the OncuPath-HER3™ assay (or any successor assay derived therefrom), and (ii) the receipt by Buyer of the first Medicare reimbursement payment for the OncuPath-HER3™ assay (or any successor assay derived therefrom) under such HCPCS code.
Seller notes for the record that a premarket approval supplement for the OncuPath-HER3™ assay (PMA Supplement No. P230014) was submitted to the FDA on January 30, 2023, prior to the Closing, and such submission remains pending as of the date of this letter. Seller understands that Buyer intends to continue to prosecute such PMA supplement application following the Closing, and Seller stands ready to provide such cooperation as may be necessary or reasonably requested in connection therewith, as more fully described below.
2.2 Seller's Cooperation Commitments
Seller hereby confirms its commitment to cooperate with Buyer in good faith to support the achievement of Milestones 1 and 2 during the Earnout Period, as required by Section 3.4 of the Earnout Agreement. Without limiting the generality of the foregoing, Seller's cooperation obligations include the following:
(a) Historical Regulatory and Clinical Records. Seller will make available to Buyer, upon reasonable request and to the extent retained by Seller or reasonably accessible to Seller, historical regulatory and clinical records related to the OncuPath-HER3™ assay, including pre-submission correspondence with the FDA (including pre-submission meeting minutes and related agency feedback), clinical validation data and study reports, design history files, manufacturing records, and supporting technical files. To the extent that any such records were included in the Purchased Assets and delivered to Buyer at the Closing, Seller's obligation under this paragraph shall be limited to providing reasonable assistance in locating and interpreting such records.
(b) Access to GDT Personnel. Seller will provide Buyer with reasonable access to GDT personnel who were involved in the development, clinical validation, and regulatory submission of the OncuPath-HER3™ assay but who did not transfer to Meridian as part of the transaction, subject to reasonable scheduling and availability of such personnel. Buyer shall reimburse Seller for any reasonable out-of-pocket costs incurred by Seller in connection with making such personnel available, including travel expenses, in accordance with Section 3.4(c) of the Earnout Agreement. Seller's obligation under this paragraph shall not require Seller to compel any employee to participate in any activity outside the scope of such employee's regular duties, nor shall Seller be required to retain any employee solely for the purpose of fulfilling this obligation.
(c) Third-Party Introductions. Seller will use commercially reasonable efforts to facilitate introductions between Buyer and third-party investigators, contract research organizations, or clinical sites that participated in OncuPath-HER3™ studies, as reasonably requested by Buyer. Seller makes no representation or warranty as to the willingness or availability of any such third party to cooperate with Buyer or to participate in any ongoing or future regulatory or clinical activities.
(d) FDA Correspondence and Deficiency Responses. Seller will cooperate with Buyer in responding to any requests for additional information, deficiency letters, major deficiency letters, or other communications from the FDA related to PMA Supplement No. P230014, to the extent that such response requires historical data, institutional knowledge, or supporting documentation that is within Seller's possession or control. Seller's cooperation under this paragraph shall include, where appropriate, review and comment on draft responses prepared by Buyer, participation in preparation sessions for advisory committee meetings (if applicable), and such other assistance as may be reasonably requested.
Seller notes that certain key OncuPath personnel have transferred to Meridian's employ as of the Closing Date, including Dr. Lara Okonkwo (formerly Vice President, OncuPath Research & Development at GDT), Samuel Briggs (formerly Director, OncuPath Commercial Operations at GDT), and Yuki Tanabe (formerly Head of Regulatory Affairs, OncuPath at GDT). These individuals possess substantial institutional knowledge regarding the OncuPath-HER3™ assay and the pending PMA supplement and are expected to serve as the primary points of contact for regulatory and clinical continuity during the Earnout Period. Seller anticipates that the transfer of these key personnel will materially facilitate the achievement of the Milestones.
2.3 Commercially Reasonable Efforts Standard
Seller acknowledges that, pursuant to Section 3.1 of the Earnout Agreement, Buyer is obligated to use commercially reasonable efforts (as defined in the Earnout Agreement) to achieve Milestones 1 and 2 during the Earnout Period. The parties have agreed upon a detailed definition of "commercially reasonable efforts" in the Earnout Agreement, which takes into account, among other factors, the efforts and resources that a company of similar size and capabilities in the companion diagnostics industry would devote to a product at a similar stage of development and with a similar commercial profile.
Seller hereby reserves all of its rights under the Earnout Agreement with respect to monitoring Buyer's compliance with the commercially reasonable efforts standard, including, without limitation, Seller's right, pursuant to Section 3.5 of the Earnout Agreement, to request periodic written updates from Buyer on the status of the FDA review process for PMA Supplement No. P230014, the status of the HCPCS coding application, and any material developments relating to Medicare reimbursement for the OncuPath-HER3™ assay. Seller expects that Buyer will provide such updates on at least a quarterly basis, or more frequently upon reasonable request if material developments warrant such additional updates.
In the event of any disagreement between the parties regarding the achievement of a Milestone or Buyer's compliance with the commercially reasonable efforts standard, the parties shall endeavor to resolve such disagreement in accordance with the dispute resolution mechanics set forth in Section 7 of the Earnout Agreement, which provides for escalation to senior executives of the parties, followed by binding arbitration administered by JAMS in San Diego, California, if the dispute cannot be resolved through executive-level negotiation within the timeframe specified therein.
2.4 Anti-Embarrassment and Acceleration Provisions
Seller notes the parties' mutual understanding, as reflected in Section 5 of the Earnout Agreement, that all earnout payments shall accelerate in full and become immediately due and payable in the event of a Buyer Change of Control (as defined in the Earnout Agreement) during the Earnout Period. In such event, the full amount of any then-unpaid Milestone payments shall become payable to Seller at the closing of such Change of Control transaction, without regard to whether the applicable Milestones have been achieved at such time.
Seller further reserves all anti-embarrassment protections negotiated under the Earnout Agreement, including, without limitation, the provisions restricting Buyer's ability to take actions during the Earnout Period that are primarily intended to avoid or delay the achievement of the Milestones or to reduce or eliminate the earnout consideration. Seller considers these protections to be material terms of the transaction and intends to monitor Buyer's conduct during the Earnout Period accordingly.
3. Transition Services Agreement Cooperation
3.1 Scope of TSA Services
Seller confirms its readiness to perform the transition services described in the TSA for a period of up to nine (9) months following the Closing Date (i.e., through approximately May 8, 2024), unless earlier terminated in whole or in part in accordance with the terms of the TSA. The transition services to be provided by Seller include the following service categories, as more fully described in Schedule A to the TSA:
(a) IT Infrastructure Support. Seller will provide information technology support services, including data migration from Seller's enterprise systems to Buyer's designated platforms, continued access to Seller's laboratory information management systems (LIMS), email and collaboration tools, and network infrastructure during the transition period. Seller will assign qualified IT personnel to manage the migration and ensure continuity of critical systems. The parties will cooperate in developing a detailed data migration plan within thirty (30) days of the Closing Date.
(b) Facilities Management. Seller will provide facilities management services for the OncuPath Laboratory and R&D facility at the San Diego Facility and the manufacturing and kitting space at the Carlsbad Facility during the transition period, including building access, security, janitorial services, HVAC maintenance, and utilities coordination. Such services will continue until Buyer has completed the transition of facility management responsibilities to its own operations team or to third-party service providers retained by Buyer.
(c) HR and Payroll Administration. Seller will provide human resources and payroll administration services for the seventy-eight (78) employees who transferred to Buyer's employ on the Closing Date (the "Transferred Employees") during the payroll cutover period, which the parties currently expect to conclude within approximately sixty (60) days following the Closing Date. Such services include processing of payroll, administration of benefits during the transition period, COBRA notifications, and coordination with Buyer's designated payroll and benefits providers to ensure a seamless transition.
All transition services under the TSA will be provided at Seller's actual cost plus a markup of five percent (5%), as set forth in Section 4.1 of the TSA. Seller will submit monthly invoices to Buyer for services rendered, and Buyer shall pay such invoices within thirty (30) days of receipt.
3.2 Key Contacts for TSA Administration
For purposes of day-to-day administration of the TSA, Seller has designated the following individuals as its primary contacts:
•  Legal and Contractual Matters: Rebecca Chiang, General Counsel, Genome Dx Therapeutics Inc. (telephone: (858) 555-3200; email: rchiang@genomedx.com)
•  Billing and Financial Matters: Martin Kowalski, Chief Financial Officer, Genome Dx Therapeutics Inc. (telephone: (858) 555-3205; email: mkowalski@genomedx.com)
Seller requests that Buyer designate a single point of contact for TSA service requests and issue resolution, and provide such contact information to Ms. Chiang at the earliest opportunity. Centralizing communications through designated contacts will facilitate efficient service delivery and minimize the risk of miscommunication during the transition period.
For any disputes, interpretation questions, or other legal matters arising under the TSA, Buyer may contact Tiffany Rosenthal, Lead Associate, Calderwood & Harkness LLP (telephone: (213) 555-8244; email: trosenthal@calderwoodharkness.com), or James Prentice, Responsible Partner, Calderwood & Harkness LLP (telephone: (213) 555-8212; email: jprentice@calderwoodharkness.com).
3.3 TSA Termination
Pursuant to Section 6.2 of the TSA, Buyer has the right to terminate any individual service category under the TSA upon thirty (30) days' prior written notice to Seller. Buyer may terminate services on a service-by-service basis without affecting the continuation of other services under the TSA. Upon the expiration or earlier termination of the TSA (or any individual service thereunder), Seller's obligation to provide the applicable services shall cease, and all fees and expenses incurred by Seller through the effective date of such expiration or termination shall be invoiced to Buyer and shall be payable within thirty (30) days of receipt of the final invoice. Seller encourages Buyer to provide advance notice of its planned termination timeline for each service category so that Seller can plan its internal resource allocation accordingly.
4. Post-Closing Working Capital Adjustment
The APA provides for a post-closing true-up of Net Working Capital (as defined in the APA), calculated in accordance with the methodologies and accounting principles set forth in Exhibit D to the APA. The parties agreed upon a target Net Working Capital amount of Six Million Eight Hundred Thousand Dollars ($6,800,000) (the "Target NWC"), subject to a collar of plus or minus Three Hundred Fifty Thousand Dollars ($350,000). To the extent that the final Net Working Capital as of the Closing Date exceeds or falls below the Target NWC by more than the amount of the collar, the purchase price shall be adjusted upward (in favor of Seller) or downward (in favor of Buyer), as applicable.
The final closing balance sheet is to be prepared by Haverford & Lane LLP, Seller's independent auditor (engagement partner: Douglas Crane, CPA), in accordance with the procedures set forth in Section 2.5 of the APA. The parties have ninety (90) days from the Closing Date — i.e., until November 6, 2023 — to complete the Net Working Capital adjustment process, including the preparation and delivery of the closing balance sheet, Buyer's review and objection period, and resolution of any disputes.
Seller and Buyer are expected to cooperate fully in providing access to books, records, work papers, and personnel necessary for the preparation and review of the final closing balance sheet. Seller will instruct Haverford & Lane LLP to provide Buyer and Buyer's auditors with reasonable access to the work papers supporting the closing balance sheet, subject to customary confidentiality protections and professional standards. In the event that the parties are unable to agree on the final Net Working Capital determination, the dispute resolution procedures set forth in Section 2.5(d) of the APA shall apply, including referral to an independent accounting firm for binding determination.
5. Escrow and Indemnification Reminders
Seller confirms that Fourteen Million Dollars ($14,000,000) was deposited by Buyer into the Escrow Account (Ashgrove Equity Partners Escrow Services, Inc., Account No. 8841-7023-5500) on the Closing Date in accordance with the Escrow Agreement, to secure Seller's indemnification obligations under Article X of the APA. The escrow funds are held and will be released in accordance with the following schedule:
(a) First Release. Fifty percent (50%) of the remaining balance in the Escrow Account (after deduction of any amounts previously released or reserved for pending indemnification claims) shall be released to Seller on August 8, 2024, which is twelve (12) months following the Closing Date.
(b) Final Release. The remaining balance in the Escrow Account (after deduction of any amounts previously released or reserved for pending indemnification claims) shall be released to Seller on February 8, 2025, which is the expiration of the eighteen (18) month general survival period for representations and warranties under the APA, net of any amounts reserved for or subject to pending indemnification claims as of such date.
For reference, the key indemnification parameters under Article X of the APA are summarized as follows:
•  Indemnification Cap: Twenty-Eight Million Dollars ($28,000,000), representing twenty percent (20%) of the Total Consideration (defined as the sum of the closing cash purchase price, the escrow deposit, and the maximum earnout consideration).
•  Basket: The tipping basket threshold is One Million Four Hundred Thousand Dollars ($1,400,000). Once Buyer's aggregate indemnifiable losses exceed the basket amount, Seller shall be liable for all such losses from the first dollar (i.e., the basket operates as a tipping basket, not a true deductible).
•  De Minimis Threshold: Seventy-Five Thousand Dollars ($75,000) per individual claim. Individual claims with a value below the de minimis threshold shall not be counted toward the basket or otherwise give rise to indemnification liability.
•  General Survival Period: The representations and warranties of Seller (other than the Fundamental Representations) shall survive the Closing for a period of eighteen (18) months, expiring on February 8, 2025.
•  Fundamental Representations Survival Period: The Fundamental Representations (including representations relating to organization, authority, capitalization, title to assets, and tax matters) shall survive the Closing for a period of sixty (60) months, expiring on August 8, 2028.
Seller notes for the record that Buyer has obtained a representations and warranties insurance policy issued by Apex Mutual Insurance Company (Policy No. RWI-2023-07182) (the "R&W Insurance Policy"), which is currently in effect and provides coverage with a policy limit of Twenty-Eight Million Dollars ($28,000,000) and a retention of One Million Four Hundred Thousand Dollars ($1,400,000). Seller understands that the R&W Insurance Policy is intended to serve as Buyer's primary recourse for indemnifiable losses in excess of the retention amount, subject to the terms and conditions of such policy, and that Buyer has agreed to look first to the R&W Insurance Policy before making claims against the Escrow Account or directly against Seller, except with respect to claims arising from fraud, willful misconduct, or breaches of Fundamental Representations, in each case as provided in Article X of the APA.
6. Purchase Price Allocation
Seller reminds Buyer that, pursuant to Section 2.7 of the APA, the parties are obligated to agree upon the allocation of the aggregate purchase price (including the closing cash payment, the escrow deposit, the assumed liabilities, and any contingent earnout consideration) among the Purchased Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder. The APA requires that such allocation be mutually agreed upon within one hundred twenty (120) days following the Closing Date — i.e., by December 6, 2023.
Leonard Cross, tax counsel at Calderwood & Harkness LLP, has prepared a preliminary purchase price allocation on behalf of Seller and will be contacting Buyer's tax advisors in the near term to discuss and finalize the allocation. Seller requests that Buyer designate its tax advisor contact for purposes of coordinating on the Section 1060 allocation and provide such contact information to Mr. Cross at lcross@calderwoodharkness.com or (213) 555-8230. Timely completion of the allocation is important to ensure that both parties are able to file consistent IRS Forms 8594 with their respective federal income tax returns.
7. General Cooperation and Communication
Seller reaffirms its commitment to good-faith cooperation with Buyer in all post-closing matters arising under the Transaction Documents, including, without limitation, cooperation in connection with any governmental filings, third-party inquiries, litigation matters, insurance claims, or other matters that may require Seller's participation or assistance following the Closing.
In accordance with Section 12.1 of the APA, all post-closing notices, requests, demands, and other communications under the APA and the other Transaction Documents should be directed to the following addresses:
For Genome Dx Therapeutics Inc.:
Rebecca Chiang, General Counsel Genome Dx Therapeutics Inc. 10250 Science Center Drive, Suite 600 San Diego, California 92121 Telephone: (858) 555-3200
Email: rchiang@genomedx.com
With a copy to (which shall not constitute notice):
James Prentice, Partner Calderwood & Harkness LLP 555 South Hope Street, Suite 4400 Los Angeles, California 90071 Telephone: (213) 555-8212
Email: jprentice@calderwoodharkness.com
Seller requests that Buyer confirm its corresponding notice designations under the APA, including the contact information for Buyer's General Counsel, Buyer's outside counsel, and any other persons to whom copies of notices should be sent.
8. Non-Competition Acknowledgment
Seller hereby confirms that the Non-Competition and Non-Solicitation Agreement executed by GDT in favor of Meridian on the Closing Date (the "Restrictive Covenant Agreement") is in full force and effect. Under the Restrictive Covenant Agreement, Seller is subject to the following restrictive covenants:
(a) Non-Competition. For a period of three (3) years following the Closing Date (i.e., through August 8, 2026), Seller and its controlled affiliates shall not, directly or indirectly, engage in, invest in, own, manage, operate, or provide services to any business or enterprise that develops, manufactures, markets, distributes, or sells companion diagnostic products or services within the United States, subject to the exceptions and carve-outs set forth in the Restrictive Covenant Agreement.
(b) Non-Solicitation. For a period of two (2) years following the Closing Date (i.e., through August 8, 2025), Seller and its controlled affiliates shall not, directly or indirectly, solicit, recruit, hire, or induce any of the seventy-eight (78) Transferred Employees to leave Buyer's employ or to accept employment with Seller or any of its affiliates.
Seller acknowledges these obligations and confirms that GDT's retained business operations are focused on the GenoStrat™ liquid biopsy platform, which Seller does not believe falls within the scope of the companion diagnostics field as defined in the Restrictive Covenant Agreement. Seller intends to continue to conduct its retained business operations in full compliance with the Restrictive Covenant Agreement.
We are confident that the post-closing cooperation framework outlined in this letter, together with the detailed provisions of the Transaction Documents, will provide a strong foundation for a productive and collaborative relationship between GDT and Meridian during the post-closing period. We believe that the successful achievement of the earnout milestones and the smooth transition of the OncuPath Business operations are objectives shared by both parties, and Seller is committed to supporting those objectives to the fullest extent of its obligations under the Transaction Documents.
Should you or your colleagues have any questions regarding the matters addressed in this letter, or any other post-closing matters arising under the Transaction Documents, please do not hesitate to contact me at (213) 555-8212 or jprentice@calderwoodharkness.com, or Tiffany Rosenthal at (213) 555-8244 or trosenthal@calderwoodharkness.com. We would appreciate it if Buyer's counsel, Jonathan Whitfield at Whitfield Sayer & Gregg LLP, would acknowledge receipt of this letter and confirm Buyer's agreement with the cooperation framework outlined herein at his earliest convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
James Prentice, Partner On behalf of Genome Dx Therapeutics Inc.
cc: (via email unless otherwise noted)
Dr. Helena Vasquez, Chief Executive Officer, Genome Dx Therapeutics Inc. Martin Kowalski, Chief Financial Officer, Genome Dx Therapeutics Inc. Rebecca Chiang, General Counsel, Genome Dx Therapeutics Inc. Nathaniel Hargrove, Board Chair, Genome Dx Therapeutics Inc. / Pinnacle Biosciences Partners Fund III, L.P. Sandra Tung, Billing Partner, Calderwood & Harkness LLP Tiffany Rosenthal, Lead Associate, Calderwood & Harkness LLP Victor Sandoval, Managing Director, Brindoval Partners LLC Jonathan Whitfield, Whitfield Sayer & Gregg LLP (via email)

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