Contract analysis

I. VMS's Position — Reservation of Rights At the outset, VMS wishes to make clear that it has not altered its position on the merits of Pinnacle's infringement allegations or on the validity of the '312 Patent. VMS categorically denies that it has infringed, either directly or indirectly, Claims 1, 7, and 14 of the '312 Patent — the only claims asserted by Pinnacle in this action — through the manufacture, sale, offe

II. Counterproposal — Settlement Amount Having carefully evaluated the claims at issue, the applicable claim constructions, the status of discovery, and the costs and risks of further litigation for both parties, VMS proposes the following settlement payment: VMS proposes a one-time, lump-sum payment of Three Hundred Eighty-Five Thousand Dollars ($385,000.00) (the "Settlement Amount") to Pinnacle, payable in full and

III. Counterproposal — Key Settlement Terms In addition to the Settlement Amount described above, VMS proposes that any definitive settlement agreement incorporate the following material terms: A. Covenant Not to Sue As a condition of the settlement, Pinnacle shall grant to VMS and its affiliates, subsidiaries, parent entities, successors, assigns, customers, distributors, resellers, and end users (collectively, "VMS

IV. Definitive Agreement If Pinnacle finds the foregoing terms and conditions acceptable in principle, VMS is prepared to promptly negotiate and execute a definitive Settlement Agreement and Mutual Release (the "Definitive Agreement") that memorializes the terms outlined in this counterproposal in binding, enforceable form. Upon Pinnacle's acceptance of this counterproposal in writing, VMS's counsel — Calderwood & Ha

V. Expiration of Counterproposal This counterproposal constitutes VMS's final offer to resolve this litigation on a pre-trial, business-judgment basis and on the terms described herein. Accordingly, this counterproposal shall expire automatically at 5:00 p.m. Central Time on Monday, May 5, 2025, which is twenty-one (21) calendar days from the date of this letter (the "Expiration Date"). If Pinnacle does not accept th

VI. Reservation of All Rights Nothing in this letter or in this counterproposal shall be construed as a waiver, limitation, or modification of any right, defense, counterclaim, or remedy available to VMS in the above-captioned action or in any other proceeding, whether at law or in equity. All such rights are expressly reserved. This letter and this counterproposal are submitted solely for purposes of settlement nego