Personalis Inc — 10-Q exhibit

Amendment No. 4 to the

Commercialization and Reference Laboratory Agreement

This Amendment No. 4 (“Amendment”) is made as of the date of the last signature below (“Amendment Date”) between Personalis, Inc. (“Personalis”) and Tempus AI, Inc. (“Tempus”) and amends that certain Commercialization and Reference Laboratory Agreement with the effective date of November 25, 2023 (as previously amended, the “Agreement”). Tempus and Personalis are each a “Party” and together the “Parties.”

WHEREAS, the Parties wish to modify the terms of the Agreement to expand the scope of the collaboration to include colorectal cancer (“CRC”) as a covered indication.

NOW THEREFORE, in consideration of the mutual promises herein, the Parties, intending to be legally bound, hereby agree as follows:

Except as otherwise set forth herein, in exchange for the Market Development Fee and other consideration set forth in the Agreement (as amended), and subject to Tempus’ compliance with the terms hereof, beginning on the Effective Date and ending December 31, 2028 (for each Indication, the “Tempus Exclusivity Period”), Personalis will not allow any third party (other than an acquiror of Personalis in accordance with Section 9.g, or such acquiror’s Affiliates) to market the Personalis Assay for use in such Indication. Except as otherwise permitted under the Agreement, and subject to Personalis’ compliance with the terms hereof and the provisions of Exhibit B, starting on Effective Date and ending upon expiration of the Tempus Exclusivity Period for an Indication, Tempus will not market or sell another tumor-informed MRD assay indicated for use in such Indication (whether its own or that of a third party).

In accordance with applicable law (including New York state requirements), when an ordering provider makes a specific request of Tempus, or when an existing contractual requirement between Tempus and an ordering institution so requires, Personalis will, after completion of the Test and any required holding period, return or destroy any unused or remaining tumor block Specimen (excluding slides and also excluding any extracted material as a result of preparing the Specimen for or running the Test) (such unused or remaining tumor block Specimen is referred to as “Residual Material”). Residual Materials that Personalis is directed to return may, at Personalis’ discretion, be returned in monthly batches to Tempus, at Personalis’ expense. Personalis shall be solely responsible for ensuring that it retains, returns or destroys any unused or remaining Specimen in compliance with applicable law. Any Residual Material that Personalis is not directed to return or destroy, as well as any slides, blood and/or plasma Specimens that are unused or remain after testing, and/or extracted material as a result of preparing the Specimen for or running the Test, may be retained by Personalis and used in accordance with applicable law. Tempus will identify such accounts through the JSC. Personalis will use reasonable efforts to consume only the minimum quantity of tumor block Specimen (including cutting the minimum number of slides) that is reasonably required to perform the Test, to preserve as much Residual Material as is reasonably possible.

NOW THEREFORE, the Parties enter into this Amendment by signature of their authorized representatives below.