Termination Agreement, dated February 7, 2023, by and between Oncocyte Corporation and Life Technologies Corporation

Exhibit 10.1

TERMINATION AGREEMENT

This Termination Agreement (“Termination Agreement”) is made and dated as of the date of the last signature below (the “Effective Date”), by and between Life Technologies Corporation, having a place of business at 5823 Newton Drive, Carlsbad, California 92008 (“LTC”); and Oncocyte Corporation, a California corporation having a place of business at 15 Cushing, Irvine, California 92618 (“Oncocyte”). Hereinafter, each of LTC and Oncocyte are referred to as a “Party” and collectively as the “Parties” to this Termination Agreement.

RECITALS

WHEREAS, LTC and Oncocyte are parties to that certain Collaboration Agreement effective January 13, 2022 (the “Collaboration Agreement”);

WHEREAS, LTC and Oncocyte have mutually agreed that it is in their best interests to enter into this Termination Agreement whereby, for consideration specified herein, the Collaboration Agreement shall terminate.

NOW THEREFORE, in consideration of the mutual obligations in this Termination Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereby agree as follows:

a) No Modification. This Termination Agreement may be changed, amended or modified only by a writing signed by the Parties.

b) Headings. The headings contained in this Termination Agreement are for convenience of reference only and shall not be considered in construing this Termination Agreement.

c) Waiver. Any waiver by either Party of a breach or a default of any provisions of this Termination Agreement by the other Party shall not be effective unless in writing and shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power, or privilege by such Party.

d) Successors and Assigns. This Termination Agreement shall be binding upon and inure to the benefit of the Parties hereto and their successors and permitted assigns, and neither this Termination Agreement nor any of the rights, interests or obligations hereunder of the Parties hereto may be assigned or delegated by any of the Parties hereto without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

e) No Construction Against Drafter. The Parties acknowledge and agree that each Party has participated in the drafting and negotiation of this contract and have had a free and equal opportunity to do so, that each Party has been represented by counsel or had an opportunity to be represented by counsel, and that the provisions of this Agreement will not be construed against any Party as the drafter.

f) Further Action. Each Party agrees to execute, acknowledge, and deliver such further instruments and to do all such other acts as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

g) Counterparts. This Termination Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution and delivery of this Termination Agreement by either Party hereto by facsimile transmission, DocuSign, or e-mail delivery of a “.pdf” or similarly formatted data file will constitute valid execution and delivery of this Termination Agreement.

h) Governing Law and Venue. This Termination Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any action arising out of this Termination Agreement will be brought solely in any state or federal court located in San Diego County, California. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.

i) Dispute Resolution. In the event any Party claims breach of this Termination Agreement, the Parties will consult with each other in good faith on the most effective means to cure the breach and to achieve any necessary restitution of its consequences. This consultation will be undertaken within a period of 10 days following the receipt of a written request to consult, and the consultation period will not exceed 30 days. During the consultation period, neither litigation nor arbitration may be pursued until attempts at consultative dispute resolution have been exhausted; provided, however, that notwithstanding any provision herein the contrary, in the event of an actual or threatened breach of a Party’s obligations under this Termination Agreement, a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss, or damage on a provisional basis.

j) Entire Agreement. This Termination Agreement constitutes the entire agreement of the Parties with respect to the subject matter of this Termination Agreement and shall supersede all prior discussions, negotiations, correspondence, documents or agreements, whether written or oral, with respect to the subject matter of this Termination Agreement.

k) Severability. Should one or more of the provisions contained in this Termination Agreement be held invalid, illegal, or unenforceable by a court or tribunal with jurisdiction to do so, then the validity, legality, and enforceability of the remaining provisions contained herein will not be affected or impaired thereby, unless the absence of the invalidated provision(s) adversely affects the Parties’ substantive rights hereunder. In such instance, the Parties will use their best efforts to replace the invalid, illegal, or unenforceable provision(s) with valid, legal, and enforceable provision(s) that, insofar as practical, implement the purposes of this Agreement.

l) Publicity. The Parties agree that, except as otherwise required by applicable law as determined in good faith such Party in consultation with outside counsel, no press releases or other public announcements or disclosures regarding this Termination Agreement or any of the terms and provisions hereof shall be issued or made by any Party until the Termination Date shall have occurred; provided, that prior to any such disclosures, the disclosing Party shall furnish the proposed disclosure in advance to the other Party with reasonable opportunity for such receiving Party to seek a protective order or confidential treatment of such disclosure.

m) Notices. All notices All notices or other written communications provided for in this Termination Agreement will be given in writing and delivered by hand, by overnight courier service, or by certified or registered mail to the applicable Party at the applicable address(es) set forth below, or to such other address(es) as the applicable Party may have provided to the notifying Party for such purposes:

n) Counterparts. The Parties may execute this Termination Agreement in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitutes only one agreement. The signatures of both Parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile or other electronic method of delivery is as effective as executing and delivering this Agreement in the presence of the other Party to this Termination Agreement. The Parties agree that signatures may be made and delivered electronically. This Termination Agreement is effective upon delivery of one executed counterpart from each Party to the other Party.

All properly addressed notices or other written communications given to a Party in accordance with this Section will be deemed to have been given (a) on the date of receipt if delivered by hand or overnight courier service, or (b) on the date that is five business days after dispatch by certified or registered mail return receipt requested (postage prepaid) if mailed.

[Signature page follows]

IN WITNESS WHEREOF, each of LTC and Oncocyte has caused this Termination Agreement to be executed and delivered by its duly authorized representative.