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CONSENT TO ASSIGNMENT OF LEASE

Dated as of July 28, 2023

LANDLORD: Towne Centre Properties LLC, a California limited liability company

TENANT (ASSIGNOR): Genome Dx Therapeutics Inc., a Delaware corporation

ASSIGNEE: Meridian Precision Diagnostics, Inc., a Delaware corporation

PREMISES: 4820 Towne Centre Drive, Suite 200 San Diego, California 92121

CONSENT TO ASSIGNMENT OF LEASE

This Consent to Assignment of Lease (this "Consent") is entered into as of July 28, 2023 (the "Consent Date"), by and among Towne Centre Properties LLC, a California limited liability company ("Landlord"), Genome Dx Therapeutics Inc., a Delaware corporation ("Tenant" or "Assignor"), and Meridian Precision Diagnostics, Inc., a Delaware corporation ("Assignee"). Landlord, Assignor, and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

A. The Lease. Landlord and Tenant are parties to that certain Office and Laboratory Lease Agreement dated as of March 14, 2018, as amended by that certain First Amendment to Lease dated as of October 22, 2019, and as further amended by that certain Second Amendment to Lease dated as of June 3, 2021 (as so amended, and as the same may have been further modified, the "Lease"), pursuant to which Landlord leased to Tenant, and Tenant leased from Landlord, certain premises consisting of approximately 22,400 rentable square feet located at 4820 Towne Centre Drive, Suite 200, San Diego, California 92121, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Premises"). The Premises currently houses the OncuPath™ companion diagnostics reference laboratory and research and development facility operated by Tenant in connection with Tenant's clinical diagnostics business. All capitalized terms used in this Consent and not otherwise defined herein shall have the meanings ascribed to such terms in the Lease.

B. The Assignment. Tenant has entered into that certain Asset Purchase Agreement dated as of May 11, 2023 (the "Purchase Agreement"), by and between Genome Dx Therapeutics Inc., as seller ("Seller"), and Meridian Precision Diagnostics, Inc., as buyer ("Buyer" or "Assignee"), a Delaware corporation headquartered at 2400 Meridian Parkway, Suite 300, Durham, North Carolina 27713, pursuant to which Seller is selling to Buyer substantially all of the assets of Seller's OncuPath™ companion diagnostics assay business (the "OncuPath Business") for total consideration of One Hundred Forty Million Dollars ($140,000,000). In connection with the transactions contemplated by the Purchase Agreement, Tenant desires to assign all of its right, title, and interest in, to, and under the Lease to Assignee, and Assignee desires to assume all of Tenant's obligations under the Lease arising from and after the date of such assignment (the "Assignment"). The Assignment is an integral part of the transactions contemplated by the Purchase Agreement, and the Parties acknowledge that the Assignment would not be undertaken but for the closing of the transactions contemplated thereby.

C. Consent Requirement. Pursuant to Section 14.1 of the Lease, Tenant is required to obtain the prior written consent of Landlord before assigning the Lease or any interest therein to any third party. Tenant has requested Landlord's consent to the Assignment of the Lease to Assignee. In connection with such request, Tenant and Assignee have provided Landlord with information regarding Assignee's financial condition, business operations, management, creditworthiness, and intended use of the Premises, including Assignee's most recent audited financial statements, corporate organizational documents, and a summary of Assignee's business plan for the continued operation of the OncuPath Business at the Premises. Landlord has reviewed such information and, based upon such review, Landlord is willing to consent to the Assignment on the terms and conditions set forth herein.

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

Section 1 — Consent

1.1 Grant of Consent. Subject to the terms and conditions of this Consent, Landlord hereby consents to the Assignment of the Lease from Genome Dx Therapeutics Inc. (Assignor) to Meridian Precision Diagnostics, Inc. (Assignee), effective as of the closing date of the transactions contemplated by the Purchase Agreement (the "Effective Date"), which the Parties anticipate will occur on or about August 8, 2023. Landlord's consent to the Assignment shall not be effective until each of the conditions set forth in Section 2 below has been satisfied or waived in writing by Landlord.

1.2 Limitation of Consent. This Consent is limited solely to the specific Assignment described herein and shall not be construed as a consent to any subsequent assignment, subletting, licensing, or other transfer of the Lease or the Premises, or any interest therein, by Assignee or any other party, each of which shall require Landlord's separate prior written consent in accordance with the terms of the Lease. Landlord's consent to the Assignment shall not be deemed to establish a course of dealing or to create any implication that Landlord will consent to any future assignment, subletting, or transfer, and Landlord expressly reserves all rights under the Lease to withhold or condition its consent to any such future transaction in accordance with the applicable provisions of the Lease.

Section 2 — Conditions to Consent

2.1 Conditions Precedent. Landlord's consent to the Assignment as set forth in Section 1 above is expressly conditioned upon the satisfaction of each of the following conditions precedent on or before the Effective Date:

(a) Closing of Purchase Agreement. The closing of the transactions contemplated by the Purchase Agreement shall have occurred, and Assignor shall have delivered to Landlord written certification confirming the occurrence of such closing, including the date thereof.

(b) Assumption Agreement. Assignee shall have executed and delivered to Landlord a written instrument of assumption (the "Assumption Agreement") in form and substance reasonably acceptable to Landlord, pursuant to which Assignee expressly and unconditionally assumes all obligations of Tenant under the Lease arising from and after the Effective Date, including, without limitation, the obligation to pay all base rent, additional rent, operating expense pass-throughs, and all other charges and amounts due and payable under the Lease.

(c) Assignment and Assumption Agreement. Tenant shall have delivered to Landlord a fully executed copy of the Assignment and Assumption Agreement between Tenant and Assignee relating to the Lease, in form and substance reasonably acceptable to Landlord, reflecting the terms of the Assignment and Assignee's assumption of all Lease obligations arising from and after the Effective Date.

(d) Permitted Use. Assignee shall continue to use the Premises solely for purposes permitted under the Lease, including the operation of a companion diagnostics laboratory and research and development facility consistent with the OncuPath Business, and for no other purposes whatsoever unless otherwise consented to in writing by Landlord.

(e) No Default. Neither Tenant nor Assignee shall be in default under any term, covenant, condition, or provision of the Lease as of the Effective Date, and no event shall have occurred that, with the giving of notice or the passage of time, or both, would constitute a default under the Lease.

(f) Payment of Consent Costs. Assignor and Assignee shall have reimbursed Landlord for all costs and expenses described in Section 11 of this Consent.

2.2 Failure of Conditions. In the event that any of the foregoing conditions is not satisfied on or before the Effective Date, Landlord's consent to the Assignment shall be null and void and of no further force or effect, and the Lease shall continue in full force and effect between Landlord and Tenant as though this Consent had not been executed, unless Landlord elects in its sole discretion to waive any such unsatisfied condition in writing.

Section 3 — Assignor's Continuing Liability

3.1 Pre-Effective Date Obligations. Notwithstanding this Consent and the Assignment, Genome Dx Therapeutics Inc. shall remain fully liable to Landlord for all obligations of Tenant under the Lease that accrued prior to the Effective Date, including, without limitation, any unpaid base rent, additional rent, operating expense reconciliation amounts, common area maintenance charges, real property tax pass-throughs, utility charges, or any other charges or amounts due and owing under the Lease through and including the day immediately preceding the Effective Date.

3.2 Post-Effective Date Liability. Unless otherwise agreed by Landlord in a separate written instrument, Assignor shall not be released from its obligations under the Lease as the original Tenant, and Assignor's liability for Lease obligations arising after the Effective Date shall be joint and several with Assignee. In the event that Assignee fails to perform any obligation of Tenant under the Lease arising from and after the Effective Date, Landlord shall have the right, but not the obligation, to seek performance from Assignor as though the Assignment had not occurred, and Assignor hereby waives any defense based upon the existence or terms of the Assignment. This Section 3.2 shall be subject to any specific release provisions that may be separately negotiated in writing among Landlord, Assignor, and Assignee after the Effective Date.

3.3 No Waiver of Rights. Nothing in this Consent shall be construed to limit, waive, or otherwise impair any right or remedy of Landlord against Assignor arising under or in connection with the Lease, whether arising before, on, or after the Effective Date, and Landlord expressly reserves all such rights and remedies.

Section 4 — Assignee's Assumption of Lease Obligations

4.1 Assumption. From and after the Effective Date, Meridian Precision Diagnostics, Inc. (Assignee) shall be bound by and shall faithfully observe and perform all terms, covenants, conditions, and obligations of the Tenant under the Lease, including, without limitation, the timely payment of base rent, additional rent, and all other charges, fees, and amounts due and payable under the Lease, as and when the same become due and payable.

4.2 Deemed Tenant. Assignee shall be deemed the "Tenant" under the Lease for all purposes arising from and after the Effective Date. All rights, benefits, and privileges of the Tenant under the Lease shall inure to the benefit of Assignee from and after the Effective Date, and Assignee shall be entitled to exercise all such rights, subject to all terms and conditions of the Lease.

4.3 Direct Privity. By executing this Consent, Assignee acknowledges and agrees that it is entering into direct privity of estate and privity of contract with Landlord with respect to all obligations of the Tenant under the Lease arising from and after the Effective Date. Assignee agrees that Landlord may enforce the terms of the Lease directly against Assignee without first proceeding against Assignor or exhausting any other remedy.

Section 5 — No Modification of Lease

5.1 Lease in Full Force and Effect. Except as expressly set forth in this Consent, the Lease shall remain in full force and effect and is hereby ratified and confirmed in all respects by each of the Parties. The Parties acknowledge that, as of the date hereof, the Lease is a valid, binding, and enforceable agreement among the parties thereto.

5.2 No Amendment. Nothing in this Consent shall be deemed to modify, amend, supplement, extend, renew, or otherwise alter any term, condition, or provision of the Lease. In the event of any conflict or inconsistency between the terms of this Consent and the terms of the Lease, the terms of the Lease shall control and govern, except to the extent that such conflict or inconsistency relates directly to Landlord's consent to the Assignment, in which case the terms of this Consent shall prevail.

5.3 References to Tenant. All references to "Tenant" in the Lease shall, from and after the Effective Date, be deemed to refer to Meridian Precision Diagnostics, Inc. as Assignee, except that references to "Tenant" in the context of obligations that accrued prior to the Effective Date shall continue to refer to Genome Dx Therapeutics Inc. as Assignor, and such obligations shall be governed by Section 3 of this Consent.

Section 6 — Security Deposit

6.1 Retention and Transfer of Benefit. Any security deposit held by Landlord under the Lease as of the Effective Date shall be retained by Landlord and shall continue to be held in accordance with the terms and conditions of the Lease. From and after the Effective Date, such security deposit shall be held for the benefit of, and credited to, Assignee as the successor Tenant under the Lease, subject to all terms and conditions of the Lease governing the security deposit, including Landlord's right to apply such security deposit against any default by Assignee or any amounts owed by Assignee under the Lease.

6.2 Allocation Between Assignor and Assignee. Landlord shall have no obligation to separately account to Assignor for the return of any portion of the security deposit following the Effective Date. Any rights or claims relating to the allocation of the security deposit between Assignor and Assignee shall be solely a matter between Assignor and Assignee, and Landlord shall have no liability or responsibility with respect thereto.

Section 7 — Insurance

7.1 Insurance Requirements. From and after the Effective Date, Assignee shall maintain all insurance coverages required under the Lease, including, without limitation, commercial general liability insurance, property insurance, workers' compensation insurance, and any other coverages specified in the Lease, in the amounts and with the carriers required thereunder.

7.2 Additional Insured Status. Assignee shall cause Landlord (Towne Centre Properties LLC), and such other parties as may be required by the Lease, to be named as additional insureds on all applicable liability insurance policies within thirty (30) days of the Effective Date. Assignee shall deliver to Landlord certificates of insurance evidencing such coverages and additional insured status within such thirty (30)-day period, and shall cause its insurers to provide Landlord with not less than thirty (30) days' prior written notice of any cancellation, material modification, or non-renewal of any such policy.

7.3 Transition Period. During the period between the Effective Date and the date on which Assignee delivers the insurance certificates required under Section 7.2 above, Assignor shall use commercially reasonable efforts to maintain its existing insurance coverages with respect to the Premises in full force and effect, and Assignee shall indemnify, defend, and hold harmless Landlord from and against any claims, losses, damages, or liabilities arising from any gap in insurance coverage during such transition period.

Section 8 — Notices

8.1 Notices to Landlord. All notices, requests, demands, and other communications to Landlord under the Lease shall continue to be directed to Landlord at the following address, or at such other address as Landlord may designate in writing from time to time in accordance with the notice provisions of the Lease:

Towne Centre Properties LLC c/o Pacific Gateway Realty Advisors 4350 La Jolla Village Drive, Suite 140 San Diego, California 92122

Attention: Andrew R. Sutherland, Director of Asset Management

Telephone: (858) 555-6140

Email: asutherland@pacificgatewayre.com

8.2 Notices to Assignee (as Tenant). From and after the Effective Date, all notices, requests, demands, and other communications to Tenant under the Lease shall be directed to Assignee at the following address:

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

Attention: David Pruitt, General Counsel

Telephone: (919) 555-2280

Email: dpruitt@meridianprecision.com

With a copy (which shall not constitute notice) to Assignee's counsel at:

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

Attention: Jonathan Whitfield

Telephone: (704) 555-8900

Email: jwhitfield@wsglaw.com

8.3 Notices to Assignor. Until such time as Assignor is released in writing from its obligations under the Lease (if at all), copies of all notices, requests, demands, and other communications relating to the Lease that are sent to Assignee shall also be sent to Assignor at the following address:

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

Attention: Rebecca Chiang, General Counsel

Telephone: (858) 555-3340

Email: rchiang@genomedx.com

With a copy (which shall not constitute notice) to Assignor's counsel at:

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

Attention: James Prentice

Telephone: (213) 555-7100

Email: jprentice@calderwoodharkness.com

8.4 Manner of Notice. All notices under this Consent shall be delivered in accordance with the notice provisions of the Lease.

Section 9 — Representations of Assignee

9.1 Assignee hereby represents and warrants to Landlord as of the date hereof and as of the Effective Date as follows:

(a) Organization and Good Standing. Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified and authorized to transact business in the State of California.

(b) Corporate Power and Authority. Assignee has the full corporate power and authority to execute and deliver this Consent, to enter into the Assignment and Assumption Agreement with Assignor, and to assume and perform all of the obligations of Tenant under the Lease from and after the Effective Date.

(c) Due Authorization. The execution and delivery of this Consent, the assumption of the Lease, and the performance of Assignee's obligations hereunder and under the Lease have been duly authorized by all necessary corporate action of Assignee, including all requisite approvals of its board of directors, and no further corporate action or approval is necessary for the consummation of the transactions contemplated hereby.

(d) Intended Use. Assignee intends to use the Premises for purposes consistent with those permitted under the Lease, including the operation of a clinical diagnostics reference laboratory and research and development facility in connection with the OncuPath Business, and Assignee is not aware of any reason why it would be unable to continue such use in compliance with the terms of the Lease and all applicable laws and regulations.

(e) No Litigation. There is no pending or, to Assignee's knowledge, threatened litigation, arbitration, or governmental proceeding that would materially impair Assignee's ability to perform its obligations under the Lease or this Consent.

Section 10 — Representations of Assignor

10.1 Assignor hereby represents and warrants to Landlord as of the date hereof and as of the Effective Date as follows:

(a) No Default by Assignor. Assignor is not in default under any term, covenant, condition, or provision of the Lease as of the date hereof, and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a default by Assignor under the Lease.

(b) No Default by Landlord. To Assignor's actual knowledge, without independent investigation, Landlord is not in default under any term, covenant, condition, or provision of the Lease as of the date hereof.

(c) Bona Fide Transaction. The Assignment is being made in connection with a bona fide asset sale pursuant to the Purchase Agreement and is not an attempt to circumvent, evade, or otherwise avoid any provision of the Lease, including the restrictions on assignment and transfer set forth therein.

(d) Full Disclosure. Assignor has provided Landlord with true, correct, and complete copies of all documents and information reasonably requested by Landlord in connection with Landlord's review of the proposed Assignment, including a copy of the Purchase Agreement (with confidential financial schedules redacted to the extent permitted by the Purchase Agreement).

Section 11 — Costs and Expenses

11.1 Reimbursement. Assignor and Assignee shall jointly and severally reimburse Landlord, within fifteen (15) days following Landlord's written demand therefor, for all reasonable, documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Landlord in connection with reviewing the request for consent to the Assignment, reviewing the financial and operational information provided by Assignor and Assignee, negotiating and preparing this Consent, and reviewing and commenting upon the Assignment and Assumption Agreement and any related documents. Such reimbursement obligation shall survive the execution and delivery of this Consent and the consummation of the Assignment.

11.2 Cap on Fees. Notwithstanding the foregoing, Landlord's reasonable attorneys' fees subject to reimbursement under this Section 11 shall not exceed Fifteen Thousand Dollars ($15,000) in the aggregate, unless Landlord provides Assignor and Assignee with prior written notice that such fees are expected to exceed such amount and Assignor and Assignee consent in writing to the excess, such consent not to be unreasonably withheld, conditioned, or delayed.

Section 12 — CLIA Laboratory Operations

12.1 Acknowledgment of Laboratory Use. Landlord acknowledges that the Premises is currently used by Assignor to operate a clinical reference laboratory engaged in the performance of companion diagnostics assays, which laboratory holds a CLIA Certificate of Accreditation issued by the Centers for Medicare & Medicaid Services (CLIA Identification Number: 05D2178493) and is subject to regulation under the Clinical Laboratory Improvement Amendments of 1988 ("CLIA"), as amended, and the regulations promulgated thereunder at 42 C.F.R. Part 493 et seq.

12.2 Consent to Continued Use. Landlord consents to Assignee's continued operation of the clinical reference laboratory at the Premises following the Effective Date, subject at all times to Assignee's compliance with (i) all applicable federal, state, and local laws, rules, regulations, and ordinances, including, without limitation, CLIA, the applicable regulations of the California Department of Public Health, and all environmental, health, and safety laws, (ii) all terms and conditions of the Lease, including the permitted use provisions thereof, and (iii) all applicable building rules and regulations established by Landlord from time to time.

12.3 Regulatory Transition. Assignee shall use commercially reasonable efforts to obtain or transfer all necessary governmental permits, licenses, certifications, and approvals (including any required CLIA certification transfer or re-certification) in connection with Assignee's assumption of laboratory operations at the Premises. Landlord shall reasonably cooperate with Assignee in connection with any such regulatory transition, at no out-of-pocket cost or expense to Landlord.

Section 13 — Governing Law

13.1 This Consent shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California, without giving effect to any choice-of-law or conflict-of-law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Consent shall be subject to the exclusive jurisdiction of the state and federal courts located in San Diego County, California, and each Party hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.

Section 14 — Counterparts

14.1 This Consent may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by electronic means, including by portable document format (PDF) or other electronic imaging technology, shall be deemed original signatures for all purposes and shall be sufficient to bind the Party whose signature appears thereon. A Party who delivers a signature page by electronic means agrees to deliver an original counterpart to each other Party upon request, provided that failure to do so shall not affect the validity or enforceability of this Consent.

Section 15 — Entire Agreement

15.1 This Consent, together with the Lease and the Assignment and Assumption Agreement executed by Assignor and Assignee in connection with the Assignment, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, and agreements, whether oral or written, relating to Landlord's consent to the Assignment. No modification, amendment, or waiver of any provision of this Consent shall be effective unless set forth in a writing signed by all Parties.

15.2 Severability. If any provision of this Consent is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Consent, and this Consent shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

15.3 Successors and Assigns. This Consent shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, and legal representatives, subject to the restrictions on assignment and transfer set forth in the Lease.

[Remainder of this page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, the Parties have executed this Consent to Assignment of Lease as of the date first set forth above.

LANDLORD:.

TOWNE CENTRE PROPERTIES LLC, a California limited liability company

By: Pacific Gateway Realty Advisors, LLC,

its authorized managing agent

By: ________

Name: Andrew R. Sutherland

Title: Director of Asset Management

Date: July 28, 2023

ASSIGNOR:.

GENOME DX THERAPEUTICS INC., a Delaware corporation

By: ________

Name: Martin Kowalski

Title: Chief Financial Officer

Date: July 28, 2023

ASSIGNEE (ACKNOWLEDGMENT AND ACCEPTANCE):

By executing this Consent below, Meridian Precision Diagnostics, Inc. hereby acknowledges and agrees to be bound by all terms and conditions of this Consent, confirms the accuracy of each of its representations and warranties set forth in Section 9 hereof, and accepts the Assignment of the Lease and assumes all obligations of the Tenant under the Lease arising from and after the Effective Date, as more particularly set forth in this Consent and in the Assignment and Assumption Agreement between Assignor and Assignee.

MERIDIAN PRECISION DIAGNOSTICS, INC., a Delaware corporation

By: ________

Name: Angela Rossi

Title: Chief Financial Officer

Date: July 28, 2023

EXHIBIT A

DESCRIPTION OF PREMISES

The Premises subject to the Lease and to the Assignment described in this Consent consists of the following:

Address: 4820 Towne Centre Drive, Suite 200, San Diego, California 92121

Building: The two-story Class A laboratory and office building commonly known as "Towne Centre Tech I," located at 4820 Towne Centre Drive, within the University Towne Centre submarket of the City of San Diego, County of San Diego, State of California.

Suite: Suite 200, comprising the entirety of the second floor of the Building.

Rentable Area: Approximately 22,400 rentable square feet, as measured in accordance with the Building Owners and Managers Association International (BOMA) standards, as more particularly depicted on the floor plan attached to the Lease as Exhibit A-1 therein.

Legal Description of Land: The real property on which the Building is situated is legally described as follows:

Lot 14 of Towne Centre Technology Park, Unit No. 3, in the City of San Diego, County of San Diego, State of California, according to Map thereof No. 12847, filed in the Office of the County Recorder of San Diego County on September 17, 1991.

Assessor's Parcel Number: 342-060-14-00

The foregoing description is provided for reference purposes. In the event of any conflict between this description and the description of the Premises set forth in the Lease, the description in the Lease shall control.

EXHIBIT B

REFERENCE COPY OF LEASE

A true, correct, and complete copy of the Lease, consisting of the following documents, has been provided to Assignee and is incorporated herein by reference:

1. Office and Laboratory Lease Agreement dated as of March 14, 2018, by and between Towne Centre Properties LLC, as landlord, and Genome Dx Therapeutics Inc., as tenant, together with all exhibits and schedules thereto.

2. First Amendment to Lease dated as of October 22, 2019, by and between Towne Centre Properties LLC and Genome Dx Therapeutics Inc.

3. Second Amendment to Lease dated as of June 3, 2021, by and between Towne Centre Properties LLC and Genome Dx Therapeutics Inc.

The Lease documents listed above are maintained in the files of Landlord and copies thereof have been made available to Assignee. Assignee acknowledges that it has received and reviewed complete copies of all Lease documents listed above and is familiar with the terms and conditions thereof.

A physical copy of the Lease documents is available for inspection at the offices of Landlord's managing agent, Pacific Gateway Realty Advisors, LLC, at 4350 La Jolla Village Drive, Suite 140, San Diego, California 92122, during normal business hours upon reasonable advance notice.

CONSENT TO ASSIGNMENT OF LEASE
Dated as of July 28, 2023
LANDLORD: Towne Centre Properties LLC, a California limited liability company
TENANT (ASSIGNOR): Genome Dx Therapeutics Inc., a Delaware corporation
ASSIGNEE: Meridian Precision Diagnostics, Inc., a Delaware corporation
PREMISES: 4820 Towne Centre Drive, Suite 200 San Diego, California 92121
CONSENT TO ASSIGNMENT OF LEASE
This Consent to Assignment of Lease (this "Consent") is entered into as of July 28, 2023 (the "Consent Date"), by and among Towne Centre Properties LLC, a California limited liability company ("Landlord"), Genome Dx Therapeutics Inc., a Delaware corporation ("Tenant" or "Assignor"), and Meridian Precision Diagnostics, Inc., a Delaware corporation ("Assignee"). Landlord, Assignor, and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. The Lease. Landlord and Tenant are parties to that certain Office and Laboratory Lease Agreement dated as of March 14, 2018, as amended by that certain First Amendment to Lease dated as of October 22, 2019, and as further amended by that certain Second Amendment to Lease dated as of June 3, 2021 (as so amended, and as the same may have been further modified, the "Lease"), pursuant to which Landlord leased to Tenant, and Tenant leased from Landlord, certain premises consisting of approximately 22,400 rentable square feet located at 4820 Towne Centre Drive, Suite 200, San Diego, California 92121, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Premises"). The Premises currently houses the OncuPath™ companion diagnostics reference laboratory and research and development facility operated by Tenant in connection with Tenant's clinical diagnostics business. All capitalized terms used in this Consent and not otherwise defined herein shall have the meanings ascribed to such terms in the Lease.
B. The Assignment. Tenant has entered into that certain Asset Purchase Agreement dated as of May 11, 2023 (the "Purchase Agreement"), by and between Genome Dx Therapeutics Inc., as seller ("Seller"), and Meridian Precision Diagnostics, Inc., as buyer ("Buyer" or "Assignee"), a Delaware corporation headquartered at 2400 Meridian Parkway, Suite 300, Durham, North Carolina 27713, pursuant to which Seller is selling to Buyer substantially all of the assets of Seller's OncuPath™ companion diagnostics assay business (the "OncuPath Business") for total consideration of One Hundred Forty Million Dollars ($140,000,000). In connection with the transactions contemplated by the Purchase Agreement, Tenant desires to assign all of its right, title, and interest in, to, and under the Lease to Assignee, and Assignee desires to assume all of Tenant's obligations under the Lease arising from and after the date of such assignment (the "Assignment"). The Assignment is an integral part of the transactions contemplated by the Purchase Agreement, and the Parties acknowledge that the Assignment would not be undertaken but for the closing of the transactions contemplated thereby.
C. Consent Requirement. Pursuant to Section 14.1 of the Lease, Tenant is required to obtain the prior written consent of Landlord before assigning the Lease or any interest therein to any third party. Tenant has requested Landlord's consent to the Assignment of the Lease to Assignee. In connection with such request, Tenant and Assignee have provided Landlord with information regarding Assignee's financial condition, business operations, management, creditworthiness, and intended use of the Premises, including Assignee's most recent audited financial statements, corporate organizational documents, and a summary of Assignee's business plan for the continued operation of the OncuPath Business at the Premises. Landlord has reviewed such information and, based upon such review, Landlord is willing to consent to the Assignment on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1 — Consent
1.1 Grant of Consent. Subject to the terms and conditions of this Consent, Landlord hereby consents to the Assignment of the Lease from Genome Dx Therapeutics Inc. (Assignor) to Meridian Precision Diagnostics, Inc. (Assignee), effective as of the closing date of the transactions contemplated by the Purchase Agreement (the "Effective Date"), which the Parties anticipate will occur on or about August 8, 2023. Landlord's consent to the Assignment shall not be effective until each of the conditions set forth in Section 2 below has been satisfied or waived in writing by Landlord.
1.2 Limitation of Consent. This Consent is limited solely to the specific Assignment described herein and shall not be construed as a consent to any subsequent assignment, subletting, licensing, or other transfer of the Lease or the Premises, or any interest therein, by Assignee or any other party, each of which shall require Landlord's separate prior written consent in accordance with the terms of the Lease. Landlord's consent to the Assignment shall not be deemed to establish a course of dealing or to create any implication that Landlord will consent to any future assignment, subletting, or transfer, and Landlord expressly reserves all rights under the Lease to withhold or condition its consent to any such future transaction in accordance with the applicable provisions of the Lease.
Section 2 — Conditions to Consent
2.1 Conditions Precedent. Landlord's consent to the Assignment as set forth in Section 1 above is expressly conditioned upon the satisfaction of each of the following conditions precedent on or before the Effective Date:
(a) Closing of Purchase Agreement. The closing of the transactions contemplated by the Purchase Agreement shall have occurred, and Assignor shall have delivered to Landlord written certification confirming the occurrence of such closing, including the date thereof.
(b) Assumption Agreement. Assignee shall have executed and delivered to Landlord a written instrument of assumption (the "Assumption Agreement") in form and substance reasonably acceptable to Landlord, pursuant to which Assignee expressly and unconditionally assumes all obligations of Tenant under the Lease arising from and after the Effective Date, including, without limitation, the obligation to pay all base rent, additional rent, operating expense pass-throughs, and all other charges and amounts due and payable under the Lease.
(c) Assignment and Assumption Agreement. Tenant shall have delivered to Landlord a fully executed copy of the Assignment and Assumption Agreement between Tenant and Assignee relating to the Lease, in form and substance reasonably acceptable to Landlord, reflecting the terms of the Assignment and Assignee's assumption of all Lease obligations arising from and after the Effective Date.
(d) Permitted Use. Assignee shall continue to use the Premises solely for purposes permitted under the Lease, including the operation of a companion diagnostics laboratory and research and development facility consistent with the OncuPath Business, and for no other purposes whatsoever unless otherwise consented to in writing by Landlord.
(e) No Default. Neither Tenant nor Assignee shall be in default under any term, covenant, condition, or provision of the Lease as of the Effective Date, and no event shall have occurred that, with the giving of notice or the passage of time, or both, would constitute a default under the Lease.
(f) Payment of Consent Costs. Assignor and Assignee shall have reimbursed Landlord for all costs and expenses described in Section 11 of this Consent.
2.2 Failure of Conditions. In the event that any of the foregoing conditions is not satisfied on or before the Effective Date, Landlord's consent to the Assignment shall be null and void and of no further force or effect, and the Lease shall continue in full force and effect between Landlord and Tenant as though this Consent had not been executed, unless Landlord elects in its sole discretion to waive any such unsatisfied condition in writing.
Section 3 — Assignor's Continuing Liability
3.1 Pre-Effective Date Obligations. Notwithstanding this Consent and the Assignment, Genome Dx Therapeutics Inc. shall remain fully liable to Landlord for all obligations of Tenant under the Lease that accrued prior to the Effective Date, including, without limitation, any unpaid base rent, additional rent, operating expense reconciliation amounts, common area maintenance charges, real property tax pass-throughs, utility charges, or any other charges or amounts due and owing under the Lease through and including the day immediately preceding the Effective Date.
3.2 Post-Effective Date Liability. Unless otherwise agreed by Landlord in a separate written instrument, Assignor shall not be released from its obligations under the Lease as the original Tenant, and Assignor's liability for Lease obligations arising after the Effective Date shall be joint and several with Assignee. In the event that Assignee fails to perform any obligation of Tenant under the Lease arising from and after the Effective Date, Landlord shall have the right, but not the obligation, to seek performance from Assignor as though the Assignment had not occurred, and Assignor hereby waives any defense based upon the existence or terms of the Assignment. This Section 3.2 shall be subject to any specific release provisions that may be separately negotiated in writing among Landlord, Assignor, and Assignee after the Effective Date.
3.3 No Waiver of Rights. Nothing in this Consent shall be construed to limit, waive, or otherwise impair any right or remedy of Landlord against Assignor arising under or in connection with the Lease, whether arising before, on, or after the Effective Date, and Landlord expressly reserves all such rights and remedies.
Section 4 — Assignee's Assumption of Lease Obligations
4.1 Assumption. From and after the Effective Date, Meridian Precision Diagnostics, Inc. (Assignee) shall be bound by and shall faithfully observe and perform all terms, covenants, conditions, and obligations of the Tenant under the Lease, including, without limitation, the timely payment of base rent, additional rent, and all other charges, fees, and amounts due and payable under the Lease, as and when the same become due and payable.
4.2 Deemed Tenant. Assignee shall be deemed the "Tenant" under the Lease for all purposes arising from and after the Effective Date. All rights, benefits, and privileges of the Tenant under the Lease shall inure to the benefit of Assignee from and after the Effective Date, and Assignee shall be entitled to exercise all such rights, subject to all terms and conditions of the Lease.
4.3 Direct Privity. By executing this Consent, Assignee acknowledges and agrees that it is entering into direct privity of estate and privity of contract with Landlord with respect to all obligations of the Tenant under the Lease arising from and after the Effective Date. Assignee agrees that Landlord may enforce the terms of the Lease directly against Assignee without first proceeding against Assignor or exhausting any other remedy.
Section 5 — No Modification of Lease
5.1 Lease in Full Force and Effect. Except as expressly set forth in this Consent, the Lease shall remain in full force and effect and is hereby ratified and confirmed in all respects by each of the Parties. The Parties acknowledge that, as of the date hereof, the Lease is a valid, binding, and enforceable agreement among the parties thereto.
5.2 No Amendment. Nothing in this Consent shall be deemed to modify, amend, supplement, extend, renew, or otherwise alter any term, condition, or provision of the Lease. In the event of any conflict or inconsistency between the terms of this Consent and the terms of the Lease, the terms of the Lease shall control and govern, except to the extent that such conflict or inconsistency relates directly to Landlord's consent to the Assignment, in which case the terms of this Consent shall prevail.
5.3 References to Tenant. All references to "Tenant" in the Lease shall, from and after the Effective Date, be deemed to refer to Meridian Precision Diagnostics, Inc. as Assignee, except that references to "Tenant" in the context of obligations that accrued prior to the Effective Date shall continue to refer to Genome Dx Therapeutics Inc. as Assignor, and such obligations shall be governed by Section 3 of this Consent.
Section 6 — Security Deposit
6.1 Retention and Transfer of Benefit. Any security deposit held by Landlord under the Lease as of the Effective Date shall be retained by Landlord and shall continue to be held in accordance with the terms and conditions of the Lease. From and after the Effective Date, such security deposit shall be held for the benefit of, and credited to, Assignee as the successor Tenant under the Lease, subject to all terms and conditions of the Lease governing the security deposit, including Landlord's right to apply such security deposit against any default by Assignee or any amounts owed by Assignee under the Lease.
6.2 Allocation Between Assignor and Assignee. Landlord shall have no obligation to separately account to Assignor for the return of any portion of the security deposit following the Effective Date. Any rights or claims relating to the allocation of the security deposit between Assignor and Assignee shall be solely a matter between Assignor and Assignee, and Landlord shall have no liability or responsibility with respect thereto.
Section 7 — Insurance
7.1 Insurance Requirements. From and after the Effective Date, Assignee shall maintain all insurance coverages required under the Lease, including, without limitation, commercial general liability insurance, property insurance, workers' compensation insurance, and any other coverages specified in the Lease, in the amounts and with the carriers required thereunder.
7.2 Additional Insured Status. Assignee shall cause Landlord (Towne Centre Properties LLC), and such other parties as may be required by the Lease, to be named as additional insureds on all applicable liability insurance policies within thirty (30) days of the Effective Date. Assignee shall deliver to Landlord certificates of insurance evidencing such coverages and additional insured status within such thirty (30)-day period, and shall cause its insurers to provide Landlord with not less than thirty (30) days' prior written notice of any cancellation, material modification, or non-renewal of any such policy.
7.3 Transition Period. During the period between the Effective Date and the date on which Assignee delivers the insurance certificates required under Section 7.2 above, Assignor shall use commercially reasonable efforts to maintain its existing insurance coverages with respect to the Premises in full force and effect, and Assignee shall indemnify, defend, and hold harmless Landlord from and against any claims, losses, damages, or liabilities arising from any gap in insurance coverage during such transition period.
Section 8 — Notices
8.1 Notices to Landlord. All notices, requests, demands, and other communications to Landlord under the Lease shall continue to be directed to Landlord at the following address, or at such other address as Landlord may designate in writing from time to time in accordance with the notice provisions of the Lease:
Towne Centre Properties LLC c/o Pacific Gateway Realty Advisors 4350 La Jolla Village Drive, Suite 140 San Diego, California 92122
Attention: Andrew R. Sutherland, Director of Asset Management
Telephone: (858) 555-6140
Email: asutherland@pacificgatewayre.com
8.2 Notices to Assignee (as Tenant). From and after the Effective Date, all notices, requests, demands, and other communications to Tenant under the Lease shall be directed to Assignee at the following address:
Meridian Precision Diagnostics, Inc. 2400 Meridian Parkway, Suite 300 Durham, North Carolina 27713
Attention: David Pruitt, General Counsel
Telephone: (919) 555-2280
Email: dpruitt@meridianprecision.com
With a copy (which shall not constitute notice) to Assignee's counsel at:
Whitfield Sayer & Gregg LLP 200 South Tryon Street, Suite 2800 Charlotte, North Carolina 28202
Attention: Jonathan Whitfield
Telephone: (704) 555-8900
Email: jwhitfield@wsglaw.com
8.3 Notices to Assignor. Until such time as Assignor is released in writing from its obligations under the Lease (if at all), copies of all notices, requests, demands, and other communications relating to the Lease that are sent to Assignee shall also be sent to Assignor at the following address:
Genome Dx Therapeutics Inc. 10250 Science Center Drive, Suite 600 San Diego, California 92121
Attention: Rebecca Chiang, General Counsel
Telephone: (858) 555-3340
Email: rchiang@genomedx.com
With a copy (which shall not constitute notice) to Assignor's counsel at:
Calderwood & Harkness LLP 555 South Hope Street, Suite 4400 Los Angeles, California 90071
Attention: James Prentice
Telephone: (213) 555-7100
Email: jprentice@calderwoodharkness.com
8.4 Manner of Notice. All notices under this Consent shall be delivered in accordance with the notice provisions of the Lease.
Section 9 — Representations of Assignee
9.1 Assignee hereby represents and warrants to Landlord as of the date hereof and as of the Effective Date as follows:
(a) Organization and Good Standing. Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified and authorized to transact business in the State of California.
(b) Corporate Power and Authority. Assignee has the full corporate power and authority to execute and deliver this Consent, to enter into the Assignment and Assumption Agreement with Assignor, and to assume and perform all of the obligations of Tenant under the Lease from and after the Effective Date.
(c) Due Authorization. The execution and delivery of this Consent, the assumption of the Lease, and the performance of Assignee's obligations hereunder and under the Lease have been duly authorized by all necessary corporate action of Assignee, including all requisite approvals of its board of directors, and no further corporate action or approval is necessary for the consummation of the transactions contemplated hereby.
(d) Intended Use. Assignee intends to use the Premises for purposes consistent with those permitted under the Lease, including the operation of a clinical diagnostics reference laboratory and research and development facility in connection with the OncuPath Business, and Assignee is not aware of any reason why it would be unable to continue such use in compliance with the terms of the Lease and all applicable laws and regulations.
(e) No Litigation. There is no pending or, to Assignee's knowledge, threatened litigation, arbitration, or governmental proceeding that would materially impair Assignee's ability to perform its obligations under the Lease or this Consent.
Section 10 — Representations of Assignor
10.1 Assignor hereby represents and warrants to Landlord as of the date hereof and as of the Effective Date as follows:
(a) No Default by Assignor. Assignor is not in default under any term, covenant, condition, or provision of the Lease as of the date hereof, and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a default by Assignor under the Lease.
(b) No Default by Landlord. To Assignor's actual knowledge, without independent investigation, Landlord is not in default under any term, covenant, condition, or provision of the Lease as of the date hereof.
(c) Bona Fide Transaction. The Assignment is being made in connection with a bona fide asset sale pursuant to the Purchase Agreement and is not an attempt to circumvent, evade, or otherwise avoid any provision of the Lease, including the restrictions on assignment and transfer set forth therein.
(d) Full Disclosure. Assignor has provided Landlord with true, correct, and complete copies of all documents and information reasonably requested by Landlord in connection with Landlord's review of the proposed Assignment, including a copy of the Purchase Agreement (with confidential financial schedules redacted to the extent permitted by the Purchase Agreement).
Section 11 — Costs and Expenses
11.1 Reimbursement. Assignor and Assignee shall jointly and severally reimburse Landlord, within fifteen (15) days following Landlord's written demand therefor, for all reasonable, documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Landlord in connection with reviewing the request for consent to the Assignment, reviewing the financial and operational information provided by Assignor and Assignee, negotiating and preparing this Consent, and reviewing and commenting upon the Assignment and Assumption Agreement and any related documents. Such reimbursement obligation shall survive the execution and delivery of this Consent and the consummation of the Assignment.
11.2 Cap on Fees. Notwithstanding the foregoing, Landlord's reasonable attorneys' fees subject to reimbursement under this Section 11 shall not exceed Fifteen Thousand Dollars ($15,000) in the aggregate, unless Landlord provides Assignor and Assignee with prior written notice that such fees are expected to exceed such amount and Assignor and Assignee consent in writing to the excess, such consent not to be unreasonably withheld, conditioned, or delayed.
Section 12 — CLIA Laboratory Operations
12.1 Acknowledgment of Laboratory Use. Landlord acknowledges that the Premises is currently used by Assignor to operate a clinical reference laboratory engaged in the performance of companion diagnostics assays, which laboratory holds a CLIA Certificate of Accreditation issued by the Centers for Medicare & Medicaid Services (CLIA Identification Number: 05D2178493) and is subject to regulation under the Clinical Laboratory Improvement Amendments of 1988 ("CLIA"), as amended, and the regulations promulgated thereunder at 42 C.F.R. Part 493 et seq.
12.2 Consent to Continued Use. Landlord consents to Assignee's continued operation of the clinical reference laboratory at the Premises following the Effective Date, subject at all times to Assignee's compliance with (i) all applicable federal, state, and local laws, rules, regulations, and ordinances, including, without limitation, CLIA, the applicable regulations of the California Department of Public Health, and all environmental, health, and safety laws, (ii) all terms and conditions of the Lease, including the permitted use provisions thereof, and (iii) all applicable building rules and regulations established by Landlord from time to time.
12.3 Regulatory Transition. Assignee shall use commercially reasonable efforts to obtain or transfer all necessary governmental permits, licenses, certifications, and approvals (including any required CLIA certification transfer or re-certification) in connection with Assignee's assumption of laboratory operations at the Premises. Landlord shall reasonably cooperate with Assignee in connection with any such regulatory transition, at no out-of-pocket cost or expense to Landlord.
Section 13 — Governing Law
13.1 This Consent shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California, without giving effect to any choice-of-law or conflict-of-law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Consent shall be subject to the exclusive jurisdiction of the state and federal courts located in San Diego County, California, and each Party hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.
Section 14 — Counterparts
14.1 This Consent may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by electronic means, including by portable document format (PDF) or other electronic imaging technology, shall be deemed original signatures for all purposes and shall be sufficient to bind the Party whose signature appears thereon. A Party who delivers a signature page by electronic means agrees to deliver an original counterpart to each other Party upon request, provided that failure to do so shall not affect the validity or enforceability of this Consent.
Section 15 — Entire Agreement
15.1 This Consent, together with the Lease and the Assignment and Assumption Agreement executed by Assignor and Assignee in connection with the Assignment, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, and agreements, whether oral or written, relating to Landlord's consent to the Assignment. No modification, amendment, or waiver of any provision of this Consent shall be effective unless set forth in a writing signed by all Parties.
15.2 Severability. If any provision of this Consent is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Consent, and this Consent shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
15.3 Successors and Assigns. This Consent shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, and legal representatives, subject to the restrictions on assignment and transfer set forth in the Lease.
[Remainder of this page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, the Parties have executed this Consent to Assignment of Lease as of the date first set forth above.
LANDLORD:.  
TOWNE CENTRE PROPERTIES LLC, a California limited liability company
By: Pacific Gateway Realty Advisors, LLC,
its authorized managing agent
By: ________
Name: Andrew R. Sutherland
Title: Director of Asset Management
Date: July 28, 2023
ASSIGNOR:.  
GENOME DX THERAPEUTICS INC., a Delaware corporation
By: ________
Name: Martin Kowalski
Title: Chief Financial Officer
Date: July 28, 2023
ASSIGNEE (ACKNOWLEDGMENT AND ACCEPTANCE):
By executing this Consent below, Meridian Precision Diagnostics, Inc. hereby acknowledges and agrees to be bound by all terms and conditions of this Consent, confirms the accuracy of each of its representations and warranties set forth in Section 9 hereof, and accepts the Assignment of the Lease and assumes all obligations of the Tenant under the Lease arising from and after the Effective Date, as more particularly set forth in this Consent and in the Assignment and Assumption Agreement between Assignor and Assignee.
MERIDIAN PRECISION DIAGNOSTICS, INC., a Delaware corporation
By: ________
Name: Angela Rossi
Title: Chief Financial Officer
Date: July 28, 2023
EXHIBIT A
DESCRIPTION OF PREMISES
The Premises subject to the Lease and to the Assignment described in this Consent consists of the following:
Address: 4820 Towne Centre Drive, Suite 200, San Diego, California 92121
Building: The two-story Class A laboratory and office building commonly known as "Towne Centre Tech I," located at 4820 Towne Centre Drive, within the University Towne Centre submarket of the City of San Diego, County of San Diego, State of California.
Suite: Suite 200, comprising the entirety of the second floor of the Building.
Rentable Area: Approximately 22,400 rentable square feet, as measured in accordance with the Building Owners and Managers Association International (BOMA) standards, as more particularly depicted on the floor plan attached to the Lease as Exhibit A-1 therein.
Legal Description of Land: The real property on which the Building is situated is legally described as follows:
Lot 14 of Towne Centre Technology Park, Unit No. 3, in the City of San Diego, County of San Diego, State of California, according to Map thereof No. 12847, filed in the Office of the County Recorder of San Diego County on September 17, 1991.
Assessor's Parcel Number: 342-060-14-00
The foregoing description is provided for reference purposes. In the event of any conflict between this description and the description of the Premises set forth in the Lease, the description in the Lease shall control.
EXHIBIT B
REFERENCE COPY OF LEASE
A true, correct, and complete copy of the Lease, consisting of the following documents, has been provided to Assignee and is incorporated herein by reference:
1.  Office and Laboratory Lease Agreement dated as of March 14, 2018, by and between Towne Centre Properties LLC, as landlord, and Genome Dx Therapeutics Inc., as tenant, together with all exhibits and schedules thereto.
2.  First Amendment to Lease dated as of October 22, 2019, by and between Towne Centre Properties LLC and Genome Dx Therapeutics Inc.
3.  Second Amendment to Lease dated as of June 3, 2021, by and between Towne Centre Properties LLC and Genome Dx Therapeutics Inc.
The Lease documents listed above are maintained in the files of Landlord and copies thereof have been made available to Assignee. Assignee acknowledges that it has received and reviewed complete copies of all Lease documents listed above and is familiar with the terms and conditions thereof.
A physical copy of the Lease documents is available for inspection at the offices of Landlord's managing agent, Pacific Gateway Realty Advisors, LLC, at 4350 La Jolla Village Drive, Suite 140, San Diego, California 92122, during normal business hours upon reasonable advance notice.

CONSENT TO ASSIGNMENT OF LEASE

CONSENT TO ASSIGNMENT OF LEASE

RECITALS

LANDLORD:.

ASSIGNOR:.

ASSIGNEE (ACKNOWLEDGMENT AND ACCEPTANCE):

EXHIBIT A

DESCRIPTION OF PREMISES

EXHIBIT B

REFERENCE COPY OF LEASE

Record

Parties

Dates

Amounts