Extract to table

4(d) of the APA, GDT is required to execute and deliver this intellectual Property Assignment Agreement at the Closing (as defined in the APA) in order to assign, transfer, and convey to Meridian all of Assignor's right, title, and interest in and to the Assigned intellectual Property (as defined herein) used exclusively in, or held exclusively for, the conduct of the OncuPath Business; WHEREAS, the Closing under the APA is occurring on the date hereof, August 8, 2023; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the APA

All capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the APA

In the event of any conflict between the definitions set forth in this Agreement and the definitions set forth in the APA, the definitions set forth in the APA shall control, except to the extent that a definition herein is intended to supplement (rather than contradict) the corresponding definition in the APA

Any use of the Assigned Trademarks by GDT during the term of the Transition Services Agreement shall be subject to the quality control standards established by Meridian, and GDT shall promptly cease all use of the Assigned Trademarks upon expiration or earlier termination of the Transition Services Agreement

GDT shall not retain any copies of the Assigned Trade Secrets following such delivery, except to the extent (i) retention is required by applicable law or regulation, (ii) copies are contained in routine backup systems maintained by GDT in the ordinary course, which copies shall be subject to the confidentiality obligations set forth in the APA, or (iii) expressly permitted pursuant to the Transition Services Agreement

Nothing in this Agreement shall be construed to limit or restrict GDT's right to use, exploit, license, or otherwise dispose of any Excluded intellectual Property