Contract analysis

I. INTRODUCTION Plaintiff Genome Dx Therapeutics Inc. ("GenomeDx") respectfully submits this Memorandum of Points and Authorities in support of its motion to compel Defendant Helios Precision Diagnostics, Inc. ("Helios") to produce thirty-four (34) documents that Helios has improperly withheld on claims of attorney-client privilege and work-product protection. These documents are responsive to GenomeDx's First Set of

II. FACTUAL BACKGROUND A. The Litigation GenomeDx filed this patent infringement action on March 28, 2025, asserting claims under 35 U.S.C. § 271 against Helios's ProstaSignal™ Genomic Classifier, a 24-gene expression-based prognostic test for prostate cancer that Helios launched commercially on October 7, 2024. GenomeDx asserts infringement of three United States patents: U.S. Patent No. 10,438,271 (the "'271 Patent

III. LEGAL STANDARD Under Federal Rule of Civil Procedure 37(a)(3)(B), a party may move to compel production of documents when the responding party has failed to produce documents or has failed to permit inspection as requested under Rule 34. The moving party bears the initial burden of demonstrating that the discovery sought is relevant to any party's claim or defense and proportional to the needs of the case under

IV. ARGUMENT A. The 34 Documents Are Not Protected by Attorney-Client Privilege Because They Were Not Made for the Purpose of Obtaining Legal Advice Helios's blanket assertion of attorney-client privilege over the 34 challenged documents cannot withstand scrutiny. The privilege log entries for these documents reveal, on their face, that they are business documents — board presentations, investor decks, business plans

1. The Predominant Purpose of the Documents Is Business, Not Legal. The privilege log descriptions for the 34 challenged documents uniformly characterize them in business terms. The log entries describe these documents variously as "board presentation," "investor update," "business plan," "market analysis," "competitive landscape assessment," "due diligence report," "commercial strategy memorandum," and "market entry

2. Disclosure to Non-Lawyer Third Parties Waives Any Privilege That Might Otherwise Attach. Even if any of the 34 documents were otherwise entitled to protection under the attorney-client privilege — which GenomeDx does not concede — that privilege has been waived as to at least 14 of the 34 documents by Helios's voluntary disclosure of those documents to outside investors who are not within the scope of the attorney

3. The Privilege Log Entries Are Insufficiently Detailed. Independent of the substantive deficiencies in Helios's privilege claims, several of the 34 privilege log entries are procedurally inadequate and fail to provide sufficient information to allow GenomeDx or this Court to assess the applicability of the privilege. Under Federal Rule of Civil Procedure 26(b)(5)(A), a party withholding information on the basis of

1. The Documents Were Not Prepared in Anticipation of Litigation. The work-product doctrine protects documents prepared "in anticipation of litigation or for trial by or for another party or its representative." Fed. R. Civ. P. 26(b)(3)(A). In the Ninth Circuit, the relevant inquiry is whether the document was created "because of" the prospect of litigation. United States v. Richey, 632 F.3d 559, 567–68 (9th Cir. 201

2. Even If Work-Product Protection Applied, GenomeDx Has Demonstrated Substantial Need. In the alternative, even if some of the 34 documents were to qualify as fact work product — which GenomeDx does not concede — GenomeDx has established substantial need for these documents and an inability to obtain their substantial equivalent without undue hardship, thereby overcoming any protection under Rule 26(b)(3)(A)(ii). Th

V. CONCLUSION For the foregoing reasons, Plaintiff Genome Dx Therapeutics Inc. respectfully requests that the Court enter the [Proposed] Order Granting Plaintiff's Motion to Compel, requiring Defendant Helios Precision Diagnostics, Inc. to produce the 34 withheld documents identified herein within ten (10) business