Exhibit 10.46


 


CONSENT
TO ASSIGNMENT


 


This
Consent to Assignment (this “Agreement”) is executed as of July 19, 2019, between Meadows Landmark
LLC, a Delaware limited liability company (“Landlord”), Cancer Genetics, Inc., a Delaware
corporation (“Assignor”), Interpace BioPharma, Inc., a Delaware corporation (“Assignee”).


 


RECITALS:


 


A.
Assignor is the tenant under a certain Office Lease Agreement, dated October 9, 2007, between Meadows Office, L.L.C. (“MOLLC”),
as landlord, and Assignor, as tenant, as amended by a certain First Amendment to Lease, dated October 30, 2017, between Landlord
(successor to MOLLC), as landlord, and Assignor, as tenant (collectively, the “Lease”).


 


B.
Assignor desires to assign unto Assignee all of Assignor’s rights, title and interest as tenant in and to the Lease, and
Assignee desires to accepts such assignment and to assume and be bound by and to perform all duties and obligations as tenant
under the Lease. Assignor and Assignee have requested that Landlord consent to such assignment and assumption (the “Assignment”),
and Landlord has agreed thereto, subject to and in accordance with the terms and conditions contained herein.


 


AGREEMENTS


 


For
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
Consent. Subject to and in accordance with the terms and conditions contained in this Agreement, Landlord hereby
consents to the Assignment and waives any applicable termination or other rights under the Lease arising solely in connection
with the Assignment. The Assignment shall be effectuated pursuant to an assignment of lease between Assignor and Assignee, the
exact form of which is attached hereto as Exhibit A (the “Assignment”). Landlord’s consent
contained herein shall not waive its rights as to any subsequent assignment, sublease or other transfer. Landlord hereby asserts
that that, to Landlord’s actual knowledge, the Lease is in full force and effect and acknowledges that, upon receipt by
Landlord of the full amount of the outstanding rent as set forth in Section 4 of the Assignment (and any additional amounts of
rent becoming due under the Lease prior to the date of Landlord’s execution and delivery of this Agreement), there is no
default of Assignor under the Lease which has remained uncured after any applicable period for notice and cure and no circumstance
or set of circumstances exists (including the Assignment) which, with the giving of notice or the passage of time, or both, would
constitute a default under the Lease.


 


2.
No Obligations Created. Each of the parties to this Agreement agree and acknowledge that Landlord shall have no
obligation or liability under the terms of the Assignment. Without limiting the generality of the foregoing, Landlord shall have
no liability (and shall not be bound by) any modifications, deletions or waivers of any provision of the Lease which Landlord
has not agreed to specifically in writing.


 




    	1



     


    

 


3.
Condition of Premises. Landlord makes no representations or warranties, express or implied, concerning the condition
of the Premises (as defined in the Lease) and Assignee accepts the Premises in their “as-is” condition as of the effective
date of the Assignment.


 


4.
Guaranty. In order to induce Landlord to enter into this Agreement, and in consideration of Landlord’s entering
into this Agreement, the full and faithful keeping, performance and observance of all the covenants, agreements, terms, provisions
and conditions of the Lease provided to be kept, performed and observed by the tenant thereunder (expressly including, without
being limited to, the payment as and when due of the Base Rent (as defined in the Lease) and additional Rent (as defined in the
Lease) payable by the tenant under the Lease) and the payment of any and all other damages for which the tenant under the Lease
shall be liable by reason of any act or omission contrary to any of said covenants, agreements, terms, provisions or conditions
is being guaranteed by Interpace Diagnostics Group, Inc. (“Guarantor”), by the execution by Guarantor
of the Guaranty attached to and made a part of the Assignment as Exhibit B (the “Guaranty”).
Assignor and Assignee confirm and acknowledge that Landlord would not have entered into this Agreement but for the giving of the
Guaranty by Guarantor.


 


5.
Brokerage. In no event shall Landlord be liable for any leasing or brokerage commission with respect to the Assignment
or the negotiation and execution of the Assignment or this Agreement. Assignor and Assignee shall each jointly and severally indemnify,
defend and hold Landlord harmless from and against all costs, expenses, attorney’s fees and other liability for commissions
or other compensation claimed by any broker or agent claiming the same by, through or under the indemnifying party with respect
to the Assignment or this Agreement.


 


6.
Landlord’s Costs. Assignee shall, upon delivery of an invoice therefor; reimburse Landlord for all of Landlord’s
costs and expenses (including legal fees incurred by Landlord) incurred in connection with the Assignment and this Agreement.


 


7.
Governing Law; Amendment; Entire Agreement. This Agreement shall be governed by the laws of the State of New Jersey.
This Agreement shall not be amended or modified except by an instrument in writing signed by all the parties hereto and this Agreement
contains all of the agreements, understandings, representations and warranties of the parties with respect to the subject matter
hereof.


 


8.
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original,
but all of which shall constitute one document. Such counterparts may be transmitted electronically and any such electronically
transmitted counterparts shall be deemed to be an original executed counterpart.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	2



     


    

 


EXECUTED
as of the date first written above.


 


	 LANDLORD:	MEADOWS
    LANDMARK LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/
    John H. Rooser
	 	Name:	John
H. Rooser
	 	Title:	Authorized
Person
	 	 
	 ASSIGNOR:	CANCER
    GENETICS, INC., a Delaware corporation
	 	 	 
	 	By:	/s/
    John A. Roberts
	 	Name:	John
A. Roberts 
	 	Title:	President
& CEO
	 	 
	ASSIGNEE:	INTERPACE
    BIOPHARMA, INC., a Delaware corporation
	 	 	 
	 	By:	/s/
    Jack Stover
	 	 	Jack
Stover
	 	 	President
and Chief Executive Officer


 


[Signature
Page to Cancer Genetics, Inc. Consent to NJ Lease Assignment]


 






    	3



     


    

 


EXHIBIT
A


 


Lease
Assignment


 


[Intentionally
omitted]


 






    	 



     


    

 


EXHIBIT
B


 


Form
of Guaranty


 


[Intentionally
omitted]


 






    	 



     


    

 


EXHIBIT
C


 


Form
of Consent to Assignment


 


[Intentionally
omitted]