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ASSIGNMENT AND ASSUMPTION OF SUBLEASE

925 Industrial Court, Carlsbad, California 92010

Dated as of August 8, 2023

This ASSIGNMENT AND ASSUMPTION OF SUBLEASE (this "Assignment") is made and entered into as of August 8, 2023 (the "Effective Date"), by and between Genome Dx Therapeutics Inc., a Delaware corporation ("Assignor" or "Seller"), and Meridian Precision Diagnostics, Inc., a Delaware corporation ("Assignee" or "Buyer"). Assignor and Assignee are each referred to herein individually as a "Party" and collectively as the "Parties."

This Assignment is delivered pursuant to, and in satisfaction of the obligations arising under, that certain Asset Purchase Agreement, dated as of May 11, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Purchase Agreement"), by and between Assignor, as seller, and Assignee, as buyer, which provides, among other things, for the assignment of certain Assumed Contracts (as defined in the Purchase Agreement) from Assignor to Assignee on the Closing Date (as defined in the Purchase Agreement).

RECITALS

A. The Sublease. Assignor is the subtenant under that certain Sublease Agreement (as further defined below, the "Sublease") for the premises located at 925 Industrial Court, Carlsbad, California 92010 (the "Premises"). The Premises consists of approximately 18,400 rentable square feet of manufacturing and kitting space used exclusively in connection with the OncuPath™ companion diagnostics assay line (the "OncuPath Business"). The Sublease was entered into by Assignor, as subtenant, and the counterparty thereto, as sublessor/master tenant, and is scheduled to expire by its terms on December 31, 2025. A true, complete, and correct copy of the Sublease, together with all amendments, modifications, and supplements thereto, is attached hereto as Exhibit A and incorporated herein by this reference.

B. The Purchase Agreement. Pursuant to the Purchase Agreement, dated as of May 11, 2023, Assignor agreed to sell, assign, transfer, convey, and deliver to Assignee, and Assignee agreed to purchase and assume from Assignor, all assets, intellectual property, contracts, inventory, equipment, regulatory filings, and goodwill exclusively related to the OncuPath Business, for total aggregate consideration of One Hundred Forty Million Dollars ($140,000,000), subject to customary purchase price adjustments as more fully set forth in the Purchase Agreement. The Sublease is identified as one of the Assumed Contracts to be assigned to, and assumed by, Assignee pursuant to the Purchase Agreement.

C. Assignment Obligation. Pursuant to Section 2.4(b) and Schedule 2.4(b) of the Purchase Agreement, Assignor is required to assign to Assignee, and Assignee is required to assume from Assignor, all of Assignor's right, title, and interest in, to, and under the Sublease, effective as of the Closing Date (August 8, 2023). The Parties now desire to effect such assignment and assumption in accordance with the terms and conditions set forth herein.

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

ARTICLE 1 — DEFINITIONS

Section 1.1 — Definitions. As used in this Assignment, the following terms shall have the meanings set forth below:

(a) "Assignor" means Genome Dx Therapeutics Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office located at 10250 Science Center Drive, Suite 600, San Diego, California 92121.

(b) "Assignee" means Meridian Precision Diagnostics, Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office located at 2400 Meridian Parkway, Suite 300, Durham, North Carolina 27713.

(c) "Sublease" means the sublease agreement for the Premises at 925 Industrial Court, Carlsbad, California 92010, as the same may have been amended, supplemented, restated, or otherwise modified through the date hereof, a copy of which is attached hereto as Exhibit A.

(d) "Premises" means the manufacturing and kitting space located at 925 Industrial Court, Carlsbad, California 92010, as more particularly described in Exhibit B attached hereto and incorporated herein by this reference.

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

(f) "Effective Date" means August 8, 2023, which is the Closing Date under the Purchase Agreement.

(g) "Expiration Date" means December 31, 2025, the scheduled expiration date of the Sublease.

(h) "TSA" means the Transition Services Agreement, dated as of August 8, 2023, by and between Assignor and Assignee, as more particularly described in Article 8 hereof.

Section 1.2 — Purchase Agreement Definitions. Capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the Purchase Agreement. All references herein to "Articles," "Sections," and "Exhibits" shall refer to Articles, Sections, and Exhibits of this Assignment, unless expressly stated otherwise.

ARTICLE 2 — ASSIGNMENT

Section 2.1 — Assignment of Sublease. Effective as of the Effective Date, Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers unto Assignee all of Assignor's right, title, and interest in, to, and under the Sublease, including, without limitation:

(a) all of Assignor's rights to occupy, use, and enjoy the Premises in accordance with the terms and conditions of the Sublease, together with all improvements, fixtures, appurtenances, and rights of access pertaining thereto, to the extent related to or used in connection with the OncuPath Business;

(b) all of Assignor's rights, benefits, privileges, options, and remedies under the Sublease, including any renewal or extension options, any rights of first refusal or first offer with respect to additional space, and any other rights or entitlements of the subtenant under the Sublease, in each case to the extent assignable;

(c) all prepaid rent, security deposits, letters of credit, and any other amounts or instruments held by the sublessor, the master landlord, or any other party with respect to the Sublease or the Premises, to the extent applicable and to the extent assignable, and Assignor hereby directs any such holder to deliver, release, or credit such amounts to or for the account of Assignee; and

(d) all claims, causes of action, and rights of recovery of Assignor against the sublessor or any other party arising under or in connection with the Sublease, to the extent relating to periods on or after the Effective Date.

The foregoing assignment is made subject to, and Assignee shall take such assignment subject to, all of the terms, covenants, conditions, and obligations of the Sublease.

Section 2.2 — Delivery of Sublease Documents. On or prior to the Effective Date, Assignor shall deliver to Assignee a true, complete, and correct copy of the Sublease, together with all amendments, modifications, supplements, side letters, estoppel certificates, and other documents or instruments related thereto in Assignor's possession or control. Assignor represents that the copy of the Sublease attached hereto as Exhibit A constitutes the complete agreement between Assignor and the sublessor with respect to the Premises, and that there are no other oral or written agreements, understandings, or arrangements between Assignor and the sublessor relating to the Premises that are not reflected therein.

ARTICLE 3 — ASSUMPTION

Section 3.1 — Assumption of Obligations. Effective as of the Effective Date, Assignee hereby irrevocably assumes and agrees to observe, perform, discharge, and fulfill all obligations, duties, covenants, and liabilities of Assignor, in its capacity as subtenant, under the Sublease, arising on or after the Effective Date through and including the Expiration Date of December 31, 2025, or such later date as the Sublease may be extended or renewed in accordance with its terms. Without limiting the generality of the foregoing, Assignee's assumption includes, without limitation, the following obligations arising from and after the Effective Date:

(a) the obligation to pay all base rent, additional rent, percentage rent (if any), operating expense pass-throughs, common area maintenance charges, real property taxes, and all other sums payable by the subtenant under the Sublease, as and when the same become due and payable;

(b) the obligation to maintain and repair the Premises in accordance with the standards and requirements set forth in the Sublease;

(c) the obligation to comply with all use restrictions, exclusivity provisions, and operational requirements applicable to the Premises under the Sublease;

(d) the obligation to obtain and maintain all insurance coverages required of the subtenant under the Sublease, naming such additional insureds and loss payees as the Sublease may require;

(e) the obligation to comply with all applicable laws, regulations, ordinances, and governmental requirements relating to Assignee's use and occupancy of the Premises;

(f) the obligation to surrender the Premises at the expiration or earlier termination of the Sublease in the condition required by the terms thereof; and

(g) all other obligations, duties, covenants, and liabilities of the subtenant under the Sublease accruing on or after the Effective Date.

Section 3.2 — Pre-Closing Obligations Retained by Assignor. Notwithstanding anything to the contrary contained in this Assignment, Assignor shall retain and remain solely responsible for all obligations, liabilities, defaults, and breaches under the Sublease arising, accruing, or attributable to the period prior to the Effective Date. Such retained obligations constitute Excluded Liabilities under the Purchase Agreement and are not assumed by Assignee hereunder. Without limiting the foregoing, any unpaid rent, additional rent, charges, penalties, cure costs, restoration obligations, or other amounts attributable to the period prior to the Effective Date shall remain the sole responsibility and liability of Assignor, and Assignor shall promptly pay, perform, or discharge the same when due. This Section 3.2 shall survive the execution and delivery of this Assignment.

Section 3.3 — Proration of Rent and Expenses. Rent, additional rent, and all other periodic charges, assessments, and expenses under the Sublease for the calendar month or other applicable period in which the Effective Date falls shall be prorated between Assignor and Assignee as of 12:01 a.m. Eastern Time on the Effective Date, based on the actual number of days in such period. Assignor shall be responsible for its pro rata share of such amounts attributable to the period beginning on the first day of such period and ending on and including August 7, 2023. Assignee shall be responsible for its pro rata share of such amounts attributable to the period beginning on August 8, 2023 and ending on the last day of such period. Any proration amounts owed by one Party to the other shall be settled within thirty (30) days following the Effective Date by wire transfer of immediately available funds to an account designated by the receiving Party. In the event that the actual amounts of any prorated items are not determinable as of the Effective Date, the Parties shall make an initial proration based on their reasonable good faith estimates and shall make a final adjustment within sixty (60) days following the date on which the actual amounts are determined.

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor hereby represents and warrants to Assignee as of the Effective Date as follows:

Section 4.1 — Authority. Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business and in good standing in the State of California. Assignor has full corporate power and authority to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by Assignor and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Assignor, including approval by the Board of Directors of Assignor at a meeting duly convened and held on May 8, 2023. No other corporate proceedings or stockholder approvals on the part of Assignor are necessary to authorize this Assignment or the transactions contemplated hereby. This Assignment has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

Section 4.2 — Valid and Binding Sublease. The Sublease is in full force and effect as of the Effective Date and has not been terminated, cancelled, or materially modified except as reflected in the documents attached hereto as Exhibit A. The Sublease constitutes a valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms. As of the Effective Date, Assignor is not in default under any material provision of the Sublease, and no event, circumstance, or condition has occurred or exists that, with the giving of notice, the passage of time, or both, would constitute a default by Assignor under the Sublease. To Assignor's knowledge, the sublessor is not in default under any material provision of the Sublease as of the Effective Date.

Section 4.3 — No Prior Assignment. Assignor has not previously assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of its interest in the Sublease or any portion thereof to any third party, nor has Assignor granted any option, right of first refusal, or other right with respect to the Sublease to any third party, in each case except as expressly contemplated by the Purchase Agreement and this Assignment. Assignor holds good and marketable title to its interest under the Sublease, free and clear of all liens, encumbrances, claims, security interests, and restrictions, other than Permitted Encumbrances (as defined in the Purchase Agreement).

Section 4.4 — Consents. All consents, approvals, authorizations, or waivers of any third party (including the sublessor and, if applicable, the master landlord) required under the terms of the Sublease, the master lease, or applicable law for the valid and effective assignment of the Sublease to Assignee as contemplated by this Assignment have been duly obtained in writing and remain in full force and effect as of the Effective Date, or, alternatively, are not required under the terms of the Sublease, the master lease, or applicable law. True, complete, and correct copies of all such consents have been delivered to Assignee prior to the Effective Date.

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee hereby represents and warrants to Assignor as of the Effective Date as follows:

Section 5.1 — Authority. Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business and in good standing in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification. Assignee has full corporate power and authority to execute, deliver, and perform this Assignment and to assume the obligations of the subtenant under the Sublease. The execution, delivery, and performance of this Assignment by Assignee and the assumption of the Sublease obligations contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Assignee. This Assignment has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

Section 5.2 — Acceptance of Premises. Assignee acknowledges and agrees that it has conducted or has had the opportunity to conduct its own independent investigation, inspection, and evaluation of the Premises and that Assignee is accepting the Premises in its current "AS-IS, WHERE-IS" condition and state of repair as of the Effective Date, without any representation or warranty by Assignor (whether express or implied) as to the physical condition, environmental condition, suitability for any particular purpose, compliance with applicable laws (including the Americans with Disabilities Act), or any other matter relating to the Premises, except as expressly set forth in this Assignment or in the Purchase Agreement. Assignee hereby assumes all responsibility for maintaining, repairing, and operating the Premises in accordance with the Sublease terms from and after the Effective Date.

ARTICLE 6 — INDEMNIFICATION

Section 6.1 — Assignor's Indemnification. Subject to the terms, conditions, limitations, and procedures set forth in Article IX of the Purchase Agreement (including, without limitation, the indemnification provisions, caps, baskets, and survival limitations therein), Assignor shall indemnify, defend, and hold harmless Assignee and its officers, directors, employees, agents, successors, and assigns (collectively, the "Assignee Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of, relating to, or resulting from:

(a) any breach by Assignor of any representation or warranty made by Assignor in this Assignment;

(b) any breach or default by Assignor under the Sublease arising or accruing prior to the Effective Date; or

(c) any obligation, liability, or duty under the Sublease attributable to the period prior to the Effective Date that constitutes an Excluded Liability under the Purchase Agreement.

Notwithstanding the foregoing, Assignor's indemnification obligations under this Section 6.1 shall be subject to and limited by the indemnification provisions set forth in Article IX of the Purchase Agreement, including without limitation: (i) the aggregate indemnification cap of Twenty-Eight Million Dollars ($28,000,000), representing twenty percent (20%) of the total consideration under the Purchase Agreement; (ii) the tipping basket threshold of One Million Four Hundred Thousand Dollars ($1,400,000), representing one percent (1%) of the total consideration, below which Assignor shall have no liability, provided that once such threshold is exceeded, Assignor shall be liable for all Losses from the first dollar; (iii) the de minimis threshold of Seventy-Five Thousand Dollars ($75,000) per individual claim, below which such claim shall not be counted toward the tipping basket; and (iv) the survival period of eighteen (18) months following the Closing Date, expiring on February 8, 2025, after which no claims may be asserted under this Section 6.1 except for claims for which written notice has been properly given prior to such expiration date.

Section 6.2 — Assignee's Indemnification. Assignee shall indemnify, defend, and hold harmless Assignor and its officers, directors, employees, agents, successors, and assigns (collectively, the "Assignor Indemnified Parties") from and against any and all Losses arising out of, relating to, or resulting from:

(a) any breach by Assignee of any representation or warranty made by Assignee in this Assignment;

(b) any breach or default by Assignee under the Sublease arising or accruing on or after the Effective Date; or

(c) any obligation, liability, or duty under the Sublease attributable to the period on or after the Effective Date, including the failure by Assignee to perform, observe, or discharge any obligation assumed by Assignee pursuant to Article 3 of this Assignment.

Section 6.3 — Exclusive Remedy. Except in the case of fraud or willful misconduct, the indemnification provisions set forth in this Article 6 and in Article IX of the Purchase Agreement shall constitute the sole and exclusive remedy of the Parties and their respective Indemnified Parties with respect to any Losses arising out of or relating to this Assignment or the Sublease, and each Party hereby waives, to the fullest extent permitted by applicable law, any and all other rights, claims, and causes of action (whether arising in contract, tort, strict liability, or otherwise) that such Party may have against the other Party relating to such matters.

ARTICLE 7 — RELATIONSHIP TO PURCHASE AGREEMENT

Section 7.1 — Incorporation by Reference. This Assignment is made pursuant to, and is subject in all respects to, the terms, conditions, representations, warranties, covenants, and other provisions of the Purchase Agreement. The Purchase Agreement is hereby incorporated herein by this reference to the extent necessary to give effect to the provisions of this Assignment. In the event of any conflict, inconsistency, or ambiguity between the terms of this Assignment and the terms of the Purchase Agreement, the terms of the Purchase Agreement shall govern, control, and prevail in all respects.

Section 7.2 — No Expansion of Representations or Warranties. Nothing in this Assignment shall be deemed or construed to create, expand, supplement, or otherwise modify the scope of Assignor's or Assignee's representations, warranties, covenants, agreements, or indemnification obligations beyond those expressly set forth in the Purchase Agreement. This Assignment is intended solely to effectuate the assignment and assumption of the Sublease as contemplated by the Purchase Agreement and shall not be interpreted to impose any additional or independent obligations on either Party beyond those expressly stated herein or in the Purchase Agreement.

ARTICLE 8 — TRANSITION SERVICES

Section 8.1 — Transition Services Agreement. The Parties acknowledge and agree that, concurrently with the execution and delivery of this Assignment, Assignor and Assignee have entered into that certain Transition Services Agreement, dated as of August 8, 2023 (the "TSA"), pursuant to which Assignor has agreed to provide to Assignee certain information technology, facilities management, and human resources/payroll support services for a period of up to nine (9) months following the Closing Date (i.e., through May 8, 2024, unless earlier terminated in accordance with the terms thereof), at a fee equal to Assignor's actual cost of providing such services plus a markup of five percent (5%).

Section 8.2 — Access to Premises. To the extent that any services to be provided by Assignor under the TSA are performed at, require access to, or otherwise relate to the Premises, Assignee shall provide Assignor and Assignor's designated personnel, contractors, and agents with reasonable access to the Premises during normal business hours (or at such other times as may be mutually agreed upon by the Parties) for the duration of the TSA term, subject in all respects to: (a) the terms, conditions, and restrictions of the Sublease (including any provisions regarding access by third parties, insurance requirements, and compliance with applicable laws); (b) Assignee's reasonable security and confidentiality requirements; and (c) such access not unreasonably interfering with Assignee's operations at the Premises. Assignor's personnel shall comply with all rules, regulations, and policies applicable to the Premises while on-site. Assignor shall indemnify and hold harmless Assignee from any damage to the Premises caused by the negligence or willful misconduct of Assignor's personnel during any such access.

ARTICLE 9 — MISCELLANEOUS

Section 9.1 — Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (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. This governing law provision is consistent with and subject to Section 11.8 of the Purchase Agreement.

Section 9.2 — Binding Effect; Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, permitted assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign its rights or obligations under this Assignment to any third party without the prior written consent of the other Party, except in connection with an assignment or transfer that is expressly permitted under the Purchase Agreement or in connection with a merger, consolidation, or sale of all or substantially all of the assets of such Party.

Section 9.3 — Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The delivery of an executed counterpart of this Assignment by electronic transmission, including by facsimile or by portable document format (PDF) file transmitted via electronic mail, shall be deemed to be, and shall be as effective as, the delivery of a manually executed original counterpart hereof and shall be binding upon the Party so delivering such counterpart.

Section 9.4 — Entire Agreement. This Assignment, together with the Purchase Agreement, the TSA, and the other ancillary agreements, certificates, schedules, exhibits, and instruments contemplated by the Purchase Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, representations, understandings, and agreements (whether oral or written) between the Parties relating to such subject matter.

Section 9.5 — Amendment; Waiver. This Assignment may not be amended, modified, restated, or supplemented in any respect except by a written instrument duly executed by both Assignor and Assignee. No waiver by any Party of any provision of this Assignment or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid or effective unless set forth in a written instrument signed by the Party or Parties making such waiver. No waiver of any provision or condition of this Assignment shall be deemed to be a waiver of any other provision or condition, whether or not similar, nor shall any such waiver constitute a continuing waiver. The failure of any Party to enforce at any time any provision of this Assignment shall not be construed to be a waiver of such provision or of the right of such Party thereafter to enforce each and every provision of this Assignment.

Section 9.6 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 11.1 of the Purchase Agreement. For purposes of this Assignment, notices shall be directed to the Parties at the following addresses (or at such other address as a Party may designate by written notice delivered in accordance with this Section 9.6):

If to Assignor:

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

Attention: Rebecca Chiang, General Counsel

Email: rchiang@genomedx.com

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

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

Attention: James Prentice

Email: jprentice@calderwoodharkness.com

If to Assignee:

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

Attention: David Pruitt, General Counsel

Email: dpruitt@meridianprecision.com

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

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

Attention: Jonathan Whitfield

Email: jwhitfield@wsglaw.com

Section 9.7 — Severability. If any provision of this Assignment, or the application thereof to any Person or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Assignment shall continue in full force and effect. In such event, the Parties shall negotiate in good faith to modify this Assignment so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 9.8 — Further Assurances. Each Party agrees to execute, acknowledge, and deliver, or to cause to be executed, acknowledged, and delivered, such additional documents, instruments, conveyances, and assurances, and to take or cause to be taken such further actions, as may be reasonably requested by the other Party and as may be reasonably necessary or desirable to carry out and effectuate the purposes and intent of this Assignment, including obtaining any additional consents, approvals, or waivers from the sublessor, the master landlord, or any governmental authority that may be necessary to perfect the assignment and assumption contemplated hereby.

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

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF SUBLEASE 925 Industrial Court, Carlsbad, California 92010

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

ASSIGNOR:

GENOME DX THERAPEUTICS INC.

By: ________

Name: Martin Kowalski

Title: Chief Financial Officer

Date: August 8, 2023

ASSIGNEE:

MERIDIAN PRECISION DIAGNOSTICS, INC.

By: ________

Name: Angela Rossi

Title: Chief Financial Officer

Date: August 8, 2023

EXHIBIT A

COPY OF SUBLEASE

Attached hereto is a true, complete, and correct copy of the Sublease Agreement for the premises located at 925 Industrial Court, Carlsbad, California 92010, together with all amendments, modifications, supplements, addenda, and side letters thereto (collectively, the "Sublease"), as delivered by Assignor to Assignee pursuant to Section 2.2 of the foregoing Assignment and Assumption of Sublease.

Summary of Key Terms:

[The full text of the Sublease Agreement, including all amendments, modifications, and supplements thereto, follows this cover page and is incorporated by reference into the Assignment and Assumption of Sublease dated August 8, 2023.]

EXHIBIT B

DESCRIPTION OF PREMISES

The Premises subject to the foregoing Assignment and Assumption of Sublease are described as follows:

1. Street Address:

925 Industrial Court, Carlsbad, California 92010

2. Description of Use:

The Premises consist of manufacturing and kitting space used exclusively in connection with the OncuPath™ companion diagnostics assay line (the "OncuPath Business"). The operations conducted at the Premises include, without limitation, the manufacturing, assembly, quality control testing, packaging, labeling, and kitting of OncuPath™ companion diagnostic assay kits for distribution to clinical and research customers.

3. Distinction from Other OncuPath Facilities:

The Premises described herein at 925 Industrial Court, Carlsbad, California 92010 are distinct from, and should not be confused with, the OncuPath™ reference laboratory and research and development facility located at 4820 Towne Centre Drive, Suite 200, San Diego, California 92121 (the "Towne Centre Facility"). The Towne Centre Facility was separately assigned to Assignee pursuant to a Consent to Assignment of Lease from Towne Centre Properties LLC, the landlord of the Towne Centre Facility, dated July 28, 2023, and is not the subject of this Assignment and Assumption of Sublease.

4. Site Identification:

The Premises are situated within the Carlsbad Industrial Court business park in the City of Carlsbad, County of San Diego, State of California. The legal description of the property on which the Premises are located is as set forth in the Sublease and the underlying master lease, copies of which have been provided to Assignee.

[End of Exhibit B]

Item	Description
Premises Address	925 Industrial Court, Carlsbad, California 92010
Subtenant	Genome Dx Therapeutics Inc. (assigned to Meridian Precision Diagnostics, Inc. as of August 8, 2023)
Permitted Use	Manufacturing and kitting operations for the OncuPath™ companion diagnostics assay line
Sublease Expiration Date	December 31, 2025

ASSIGNMENT AND ASSUMPTION OF SUBLEASE
925 Industrial Court, Carlsbad, California 92010
Dated as of August 8, 2023
This ASSIGNMENT AND ASSUMPTION OF SUBLEASE (this "Assignment") is made and entered into as of August 8, 2023 (the "Effective Date"), by and between Genome Dx Therapeutics Inc., a Delaware corporation ("Assignor" or "Seller"), and Meridian Precision Diagnostics, Inc., a Delaware corporation ("Assignee" or "Buyer"). Assignor and Assignee are each referred to herein individually as a "Party" and collectively as the "Parties."
This Assignment is delivered pursuant to, and in satisfaction of the obligations arising under, that certain Asset Purchase Agreement, dated as of May 11, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Purchase Agreement"), by and between Assignor, as seller, and Assignee, as buyer, which provides, among other things, for the assignment of certain Assumed Contracts (as defined in the Purchase Agreement) from Assignor to Assignee on the Closing Date (as defined in the Purchase Agreement).
RECITALS
A. The Sublease. Assignor is the subtenant under that certain Sublease Agreement (as further defined below, the "Sublease") for the premises located at 925 Industrial Court, Carlsbad, California 92010 (the "Premises"). The Premises consists of approximately 18,400 rentable square feet of manufacturing and kitting space used exclusively in connection with the OncuPath™ companion diagnostics assay line (the "OncuPath Business"). The Sublease was entered into by Assignor, as subtenant, and the counterparty thereto, as sublessor/master tenant, and is scheduled to expire by its terms on December 31, 2025. A true, complete, and correct copy of the Sublease, together with all amendments, modifications, and supplements thereto, is attached hereto as Exhibit A and incorporated herein by this reference.
B. The Purchase Agreement. Pursuant to the Purchase Agreement, dated as of May 11, 2023, Assignor agreed to sell, assign, transfer, convey, and deliver to Assignee, and Assignee agreed to purchase and assume from Assignor, all assets, intellectual property, contracts, inventory, equipment, regulatory filings, and goodwill exclusively related to the OncuPath Business, for total aggregate consideration of One Hundred Forty Million Dollars ($140,000,000), subject to customary purchase price adjustments as more fully set forth in the Purchase Agreement. The Sublease is identified as one of the Assumed Contracts to be assigned to, and assumed by, Assignee pursuant to the Purchase Agreement.
C. Assignment Obligation. Pursuant to Section 2.4(b) and Schedule 2.4(b) of the Purchase Agreement, Assignor is required to assign to Assignee, and Assignee is required to assume from Assignor, all of Assignor's right, title, and interest in, to, and under the Sublease, effective as of the Closing Date (August 8, 2023). The Parties now desire to effect such assignment and assumption in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Definitions. As used in this Assignment, the following terms shall have the meanings set forth below:
(a) "Assignor" means Genome Dx Therapeutics Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office located at 10250 Science Center Drive, Suite 600, San Diego, California 92121.
(b) "Assignee" means Meridian Precision Diagnostics, Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office located at 2400 Meridian Parkway, Suite 300, Durham, North Carolina 27713.
(c) "Sublease" means the sublease agreement for the Premises at 925 Industrial Court, Carlsbad, California 92010, as the same may have been amended, supplemented, restated, or otherwise modified through the date hereof, a copy of which is attached hereto as Exhibit A.
(d) "Premises" means the manufacturing and kitting space located at 925 Industrial Court, Carlsbad, California 92010, as more particularly described in Exhibit B attached hereto and incorporated herein by this reference.
(e) "Purchase Agreement" means the Asset Purchase Agreement, dated as of May 11, 2023, by and between Assignor and Assignee, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
(f) "Effective Date" means August 8, 2023, which is the Closing Date under the Purchase Agreement.
(g) "Expiration Date" means December 31, 2025, the scheduled expiration date of the Sublease.
(h) "TSA" means the Transition Services Agreement, dated as of August 8, 2023, by and between Assignor and Assignee, as more particularly described in Article 8 hereof.
Section 1.2 — Purchase Agreement Definitions. Capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the Purchase Agreement. All references herein to "Articles," "Sections," and "Exhibits" shall refer to Articles, Sections, and Exhibits of this Assignment, unless expressly stated otherwise.
ARTICLE 2 — ASSIGNMENT
Section 2.1 — Assignment of Sublease. Effective as of the Effective Date, Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers unto Assignee all of Assignor's right, title, and interest in, to, and under the Sublease, including, without limitation:
(a) all of Assignor's rights to occupy, use, and enjoy the Premises in accordance with the terms and conditions of the Sublease, together with all improvements, fixtures, appurtenances, and rights of access pertaining thereto, to the extent related to or used in connection with the OncuPath Business;
(b) all of Assignor's rights, benefits, privileges, options, and remedies under the Sublease, including any renewal or extension options, any rights of first refusal or first offer with respect to additional space, and any other rights or entitlements of the subtenant under the Sublease, in each case to the extent assignable;
(c) all prepaid rent, security deposits, letters of credit, and any other amounts or instruments held by the sublessor, the master landlord, or any other party with respect to the Sublease or the Premises, to the extent applicable and to the extent assignable, and Assignor hereby directs any such holder to deliver, release, or credit such amounts to or for the account of Assignee; and
(d) all claims, causes of action, and rights of recovery of Assignor against the sublessor or any other party arising under or in connection with the Sublease, to the extent relating to periods on or after the Effective Date.
The foregoing assignment is made subject to, and Assignee shall take such assignment subject to, all of the terms, covenants, conditions, and obligations of the Sublease.
Section 2.2 — Delivery of Sublease Documents. On or prior to the Effective Date, Assignor shall deliver to Assignee a true, complete, and correct copy of the Sublease, together with all amendments, modifications, supplements, side letters, estoppel certificates, and other documents or instruments related thereto in Assignor's possession or control. Assignor represents that the copy of the Sublease attached hereto as Exhibit A constitutes the complete agreement between Assignor and the sublessor with respect to the Premises, and that there are no other oral or written agreements, understandings, or arrangements between Assignor and the sublessor relating to the Premises that are not reflected therein.
ARTICLE 3 — ASSUMPTION
Section 3.1 — Assumption of Obligations. Effective as of the Effective Date, Assignee hereby irrevocably assumes and agrees to observe, perform, discharge, and fulfill all obligations, duties, covenants, and liabilities of Assignor, in its capacity as subtenant, under the Sublease, arising on or after the Effective Date through and including the Expiration Date of December 31, 2025, or such later date as the Sublease may be extended or renewed in accordance with its terms. Without limiting the generality of the foregoing, Assignee's assumption includes, without limitation, the following obligations arising from and after the Effective Date:
(a) the obligation to pay all base rent, additional rent, percentage rent (if any), operating expense pass-throughs, common area maintenance charges, real property taxes, and all other sums payable by the subtenant under the Sublease, as and when the same become due and payable;
(b) the obligation to maintain and repair the Premises in accordance with the standards and requirements set forth in the Sublease;
(c) the obligation to comply with all use restrictions, exclusivity provisions, and operational requirements applicable to the Premises under the Sublease;
(d) the obligation to obtain and maintain all insurance coverages required of the subtenant under the Sublease, naming such additional insureds and loss payees as the Sublease may require;
(e) the obligation to comply with all applicable laws, regulations, ordinances, and governmental requirements relating to Assignee's use and occupancy of the Premises;
(f) the obligation to surrender the Premises at the expiration or earlier termination of the Sublease in the condition required by the terms thereof; and
(g) all other obligations, duties, covenants, and liabilities of the subtenant under the Sublease accruing on or after the Effective Date.
Section 3.2 — Pre-Closing Obligations Retained by Assignor. Notwithstanding anything to the contrary contained in this Assignment, Assignor shall retain and remain solely responsible for all obligations, liabilities, defaults, and breaches under the Sublease arising, accruing, or attributable to the period prior to the Effective Date. Such retained obligations constitute Excluded Liabilities under the Purchase Agreement and are not assumed by Assignee hereunder. Without limiting the foregoing, any unpaid rent, additional rent, charges, penalties, cure costs, restoration obligations, or other amounts attributable to the period prior to the Effective Date shall remain the sole responsibility and liability of Assignor, and Assignor shall promptly pay, perform, or discharge the same when due. This Section 3.2 shall survive the execution and delivery of this Assignment.
Section 3.3 — Proration of Rent and Expenses. Rent, additional rent, and all other periodic charges, assessments, and expenses under the Sublease for the calendar month or other applicable period in which the Effective Date falls shall be prorated between Assignor and Assignee as of 12:01 a.m. Eastern Time on the Effective Date, based on the actual number of days in such period. Assignor shall be responsible for its pro rata share of such amounts attributable to the period beginning on the first day of such period and ending on and including August 7, 2023. Assignee shall be responsible for its pro rata share of such amounts attributable to the period beginning on August 8, 2023 and ending on the last day of such period. Any proration amounts owed by one Party to the other shall be settled within thirty (30) days following the Effective Date by wire transfer of immediately available funds to an account designated by the receiving Party. In the event that the actual amounts of any prorated items are not determinable as of the Effective Date, the Parties shall make an initial proration based on their reasonable good faith estimates and shall make a final adjustment within sixty (60) days following the date on which the actual amounts are determined.
ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Assignee as of the Effective Date as follows:
Section 4.1 — Authority. Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business and in good standing in the State of California. Assignor has full corporate power and authority to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by Assignor and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Assignor, including approval by the Board of Directors of Assignor at a meeting duly convened and held on May 8, 2023. No other corporate proceedings or stockholder approvals on the part of Assignor are necessary to authorize this Assignment or the transactions contemplated hereby. This Assignment has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.
Section 4.2 — Valid and Binding Sublease. The Sublease is in full force and effect as of the Effective Date and has not been terminated, cancelled, or materially modified except as reflected in the documents attached hereto as Exhibit A. The Sublease constitutes a valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms. As of the Effective Date, Assignor is not in default under any material provision of the Sublease, and no event, circumstance, or condition has occurred or exists that, with the giving of notice, the passage of time, or both, would constitute a default by Assignor under the Sublease. To Assignor's knowledge, the sublessor is not in default under any material provision of the Sublease as of the Effective Date.
Section 4.3 — No Prior Assignment. Assignor has not previously assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of its interest in the Sublease or any portion thereof to any third party, nor has Assignor granted any option, right of first refusal, or other right with respect to the Sublease to any third party, in each case except as expressly contemplated by the Purchase Agreement and this Assignment. Assignor holds good and marketable title to its interest under the Sublease, free and clear of all liens, encumbrances, claims, security interests, and restrictions, other than Permitted Encumbrances (as defined in the Purchase Agreement).
Section 4.4 — Consents. All consents, approvals, authorizations, or waivers of any third party (including the sublessor and, if applicable, the master landlord) required under the terms of the Sublease, the master lease, or applicable law for the valid and effective assignment of the Sublease to Assignee as contemplated by this Assignment have been duly obtained in writing and remain in full force and effect as of the Effective Date, or, alternatively, are not required under the terms of the Sublease, the master lease, or applicable law. True, complete, and correct copies of all such consents have been delivered to Assignee prior to the Effective Date.
ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby represents and warrants to Assignor as of the Effective Date as follows:
Section 5.1 — Authority. Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business and in good standing in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification. Assignee has full corporate power and authority to execute, deliver, and perform this Assignment and to assume the obligations of the subtenant under the Sublease. The execution, delivery, and performance of this Assignment by Assignee and the assumption of the Sublease obligations contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Assignee. This Assignment has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.
Section 5.2 — Acceptance of Premises. Assignee acknowledges and agrees that it has conducted or has had the opportunity to conduct its own independent investigation, inspection, and evaluation of the Premises and that Assignee is accepting the Premises in its current "AS-IS, WHERE-IS" condition and state of repair as of the Effective Date, without any representation or warranty by Assignor (whether express or implied) as to the physical condition, environmental condition, suitability for any particular purpose, compliance with applicable laws (including the Americans with Disabilities Act), or any other matter relating to the Premises, except as expressly set forth in this Assignment or in the Purchase Agreement. Assignee hereby assumes all responsibility for maintaining, repairing, and operating the Premises in accordance with the Sublease terms from and after the Effective Date.
ARTICLE 6 — INDEMNIFICATION
Section 6.1 — Assignor's Indemnification. Subject to the terms, conditions, limitations, and procedures set forth in Article IX of the Purchase Agreement (including, without limitation, the indemnification provisions, caps, baskets, and survival limitations therein), Assignor shall indemnify, defend, and hold harmless Assignee and its officers, directors, employees, agents, successors, and assigns (collectively, the "Assignee Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of, relating to, or resulting from:
(a) any breach by Assignor of any representation or warranty made by Assignor in this Assignment;
(b) any breach or default by Assignor under the Sublease arising or accruing prior to the Effective Date; or
(c) any obligation, liability, or duty under the Sublease attributable to the period prior to the Effective Date that constitutes an Excluded Liability under the Purchase Agreement.
Notwithstanding the foregoing, Assignor's indemnification obligations under this Section 6.1 shall be subject to and limited by the indemnification provisions set forth in Article IX of the Purchase Agreement, including without limitation: (i) the aggregate indemnification cap of Twenty-Eight Million Dollars ($28,000,000), representing twenty percent (20%) of the total consideration under the Purchase Agreement; (ii) the tipping basket threshold of One Million Four Hundred Thousand Dollars ($1,400,000), representing one percent (1%) of the total consideration, below which Assignor shall have no liability, provided that once such threshold is exceeded, Assignor shall be liable for all Losses from the first dollar; (iii) the de minimis threshold of Seventy-Five Thousand Dollars ($75,000) per individual claim, below which such claim shall not be counted toward the tipping basket; and (iv) the survival period of eighteen (18) months following the Closing Date, expiring on February 8, 2025, after which no claims may be asserted under this Section 6.1 except for claims for which written notice has been properly given prior to such expiration date.
Section 6.2 — Assignee's Indemnification. Assignee shall indemnify, defend, and hold harmless Assignor and its officers, directors, employees, agents, successors, and assigns (collectively, the "Assignor Indemnified Parties") from and against any and all Losses arising out of, relating to, or resulting from:
(a) any breach by Assignee of any representation or warranty made by Assignee in this Assignment;
(b) any breach or default by Assignee under the Sublease arising or accruing on or after the Effective Date; or
(c) any obligation, liability, or duty under the Sublease attributable to the period on or after the Effective Date, including the failure by Assignee to perform, observe, or discharge any obligation assumed by Assignee pursuant to Article 3 of this Assignment.
Section 6.3 — Exclusive Remedy. Except in the case of fraud or willful misconduct, the indemnification provisions set forth in this Article 6 and in Article IX of the Purchase Agreement shall constitute the sole and exclusive remedy of the Parties and their respective Indemnified Parties with respect to any Losses arising out of or relating to this Assignment or the Sublease, and each Party hereby waives, to the fullest extent permitted by applicable law, any and all other rights, claims, and causes of action (whether arising in contract, tort, strict liability, or otherwise) that such Party may have against the other Party relating to such matters.
ARTICLE 7 — RELATIONSHIP TO PURCHASE AGREEMENT
Section 7.1 — Incorporation by Reference. This Assignment is made pursuant to, and is subject in all respects to, the terms, conditions, representations, warranties, covenants, and other provisions of the Purchase Agreement. The Purchase Agreement is hereby incorporated herein by this reference to the extent necessary to give effect to the provisions of this Assignment. In the event of any conflict, inconsistency, or ambiguity between the terms of this Assignment and the terms of the Purchase Agreement, the terms of the Purchase Agreement shall govern, control, and prevail in all respects.
Section 7.2 — No Expansion of Representations or Warranties. Nothing in this Assignment shall be deemed or construed to create, expand, supplement, or otherwise modify the scope of Assignor's or Assignee's representations, warranties, covenants, agreements, or indemnification obligations beyond those expressly set forth in the Purchase Agreement. This Assignment is intended solely to effectuate the assignment and assumption of the Sublease as contemplated by the Purchase Agreement and shall not be interpreted to impose any additional or independent obligations on either Party beyond those expressly stated herein or in the Purchase Agreement.
ARTICLE 8 — TRANSITION SERVICES
Section 8.1 — Transition Services Agreement. The Parties acknowledge and agree that, concurrently with the execution and delivery of this Assignment, Assignor and Assignee have entered into that certain Transition Services Agreement, dated as of August 8, 2023 (the "TSA"), pursuant to which Assignor has agreed to provide to Assignee certain information technology, facilities management, and human resources/payroll support services for a period of up to nine (9) months following the Closing Date (i.e., through May 8, 2024, unless earlier terminated in accordance with the terms thereof), at a fee equal to Assignor's actual cost of providing such services plus a markup of five percent (5%).
Section 8.2 — Access to Premises. To the extent that any services to be provided by Assignor under the TSA are performed at, require access to, or otherwise relate to the Premises, Assignee shall provide Assignor and Assignor's designated personnel, contractors, and agents with reasonable access to the Premises during normal business hours (or at such other times as may be mutually agreed upon by the Parties) for the duration of the TSA term, subject in all respects to: (a) the terms, conditions, and restrictions of the Sublease (including any provisions regarding access by third parties, insurance requirements, and compliance with applicable laws); (b) Assignee's reasonable security and confidentiality requirements; and (c) such access not unreasonably interfering with Assignee's operations at the Premises. Assignor's personnel shall comply with all rules, regulations, and policies applicable to the Premises while on-site. Assignor shall indemnify and hold harmless Assignee from any damage to the Premises caused by the negligence or willful misconduct of Assignor's personnel during any such access.
ARTICLE 9 — MISCELLANEOUS
Section 9.1 — Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (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. This governing law provision is consistent with and subject to Section 11.8 of the Purchase Agreement.
Section 9.2 — Binding Effect; Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, permitted assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign its rights or obligations under this Assignment to any third party without the prior written consent of the other Party, except in connection with an assignment or transfer that is expressly permitted under the Purchase Agreement or in connection with a merger, consolidation, or sale of all or substantially all of the assets of such Party.
Section 9.3 — Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The delivery of an executed counterpart of this Assignment by electronic transmission, including by facsimile or by portable document format (PDF) file transmitted via electronic mail, shall be deemed to be, and shall be as effective as, the delivery of a manually executed original counterpart hereof and shall be binding upon the Party so delivering such counterpart.
Section 9.4 — Entire Agreement. This Assignment, together with the Purchase Agreement, the TSA, and the other ancillary agreements, certificates, schedules, exhibits, and instruments contemplated by the Purchase Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, representations, understandings, and agreements (whether oral or written) between the Parties relating to such subject matter.
Section 9.5 — Amendment; Waiver. This Assignment may not be amended, modified, restated, or supplemented in any respect except by a written instrument duly executed by both Assignor and Assignee. No waiver by any Party of any provision of this Assignment or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid or effective unless set forth in a written instrument signed by the Party or Parties making such waiver. No waiver of any provision or condition of this Assignment shall be deemed to be a waiver of any other provision or condition, whether or not similar, nor shall any such waiver constitute a continuing waiver. The failure of any Party to enforce at any time any provision of this Assignment shall not be construed to be a waiver of such provision or of the right of such Party thereafter to enforce each and every provision of this Assignment.
Section 9.6 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 11.1 of the Purchase Agreement. For purposes of this Assignment, notices shall be directed to the Parties at the following addresses (or at such other address as a Party may designate by written notice delivered in accordance with this Section 9.6):
If to Assignor:
Genome Dx Therapeutics Inc. 10250 Science Center Drive, Suite 600 San Diego, California 92121
Attention: Rebecca Chiang, General Counsel
Email: rchiang@genomedx.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 555 South Hope Street, Suite 4400 Los Angeles, California 90071
Attention: James Prentice
Email: jprentice@calderwoodharkness.com
If to Assignee:
Meridian Precision Diagnostics, Inc. 2400 Meridian Parkway, Suite 300 Durham, North Carolina 27713
Attention: David Pruitt, General Counsel
Email: dpruitt@meridianprecision.com
with a copy (which shall not constitute notice) to:
Whitfield Sayer & Gregg LLP 200 South Tryon Street, Suite 2800 Charlotte, North Carolina 28202
Attention: Jonathan Whitfield
Email: jwhitfield@wsglaw.com
Section 9.7 — Severability. If any provision of this Assignment, or the application thereof to any Person or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Assignment shall continue in full force and effect. In such event, the Parties shall negotiate in good faith to modify this Assignment so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Section 9.8 — Further Assurances. Each Party agrees to execute, acknowledge, and deliver, or to cause to be executed, acknowledged, and delivered, such additional documents, instruments, conveyances, and assurances, and to take or cause to be taken such further actions, as may be reasonably requested by the other Party and as may be reasonably necessary or desirable to carry out and effectuate the purposes and intent of this Assignment, including obtaining any additional consents, approvals, or waivers from the sublessor, the master landlord, or any governmental authority that may be necessary to perfect the assignment and assumption contemplated hereby.
[Remainder of this page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF SUBLEASE 925 Industrial Court, Carlsbad, California 92010
IN WITNESS WHEREOF, the Parties hereto have caused this Assignment and Assumption of Sublease to be duly executed and delivered as of the date first written above.
ASSIGNOR:
GENOME DX THERAPEUTICS INC.
By: ________
Name: Martin Kowalski
Title: Chief Financial Officer
Date: August 8, 2023
ASSIGNEE:
MERIDIAN PRECISION DIAGNOSTICS, INC.
By: ________
Name: Angela Rossi
Title: Chief Financial Officer
Date: August 8, 2023
EXHIBIT A
COPY OF SUBLEASE
Attached hereto is a true, complete, and correct copy of the Sublease Agreement for the premises located at 925 Industrial Court, Carlsbad, California 92010, together with all amendments, modifications, supplements, addenda, and side letters thereto (collectively, the "Sublease"), as delivered by Assignor to Assignee pursuant to Section 2.2 of the foregoing Assignment and Assumption of Sublease.
Summary of Key Terms:
[The full text of the Sublease Agreement, including all amendments, modifications, and supplements thereto, follows this cover page and is incorporated by reference into the Assignment and Assumption of Sublease dated August 8, 2023.]
EXHIBIT B
DESCRIPTION OF PREMISES
The Premises subject to the foregoing Assignment and Assumption of Sublease are described as follows:
1. Street Address:
925 Industrial Court, Carlsbad, California 92010
2. Description of Use:
The Premises consist of manufacturing and kitting space used exclusively in connection with the OncuPath™ companion diagnostics assay line (the "OncuPath Business"). The operations conducted at the Premises include, without limitation, the manufacturing, assembly, quality control testing, packaging, labeling, and kitting of OncuPath™ companion diagnostic assay kits for distribution to clinical and research customers.
3. Distinction from Other OncuPath Facilities:
The Premises described herein at 925 Industrial Court, Carlsbad, California 92010 are distinct from, and should not be confused with, the OncuPath™ reference laboratory and research and development facility located at 4820 Towne Centre Drive, Suite 200, San Diego, California 92121 (the "Towne Centre Facility"). The Towne Centre Facility was separately assigned to Assignee pursuant to a Consent to Assignment of Lease from Towne Centre Properties LLC, the landlord of the Towne Centre Facility, dated July 28, 2023, and is not the subject of this Assignment and Assumption of Sublease.
4. Site Identification:
The Premises are situated within the Carlsbad Industrial Court business park in the City of Carlsbad, County of San Diego, State of California. The legal description of the property on which the Premises are located is as set forth in the Sublease and the underlying master lease, copies of which have been provided to Assignee.
[End of Exhibit B]
Item | Description
Premises Address | 925 Industrial Court, Carlsbad, California 92010
Subtenant | Genome Dx Therapeutics Inc. (assigned to Meridian Precision Diagnostics, Inc. as of August 8, 2023)
Permitted Use | Manufacturing and kitting operations for the OncuPath™ companion diagnostics assay line
Sublease Expiration Date | December 31, 2025