Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP is pleased to confirm the terms of its engagement by Genome Dx Therapeutics Inc. ("GenomeDx" or "GDT"), a Delaware corporation qualified to do business in the State of California, with its principal offices located at 4750 Torrey Pines Road, Suite 300, San Diego, California 92130. We appreciate the confidence that GenomeDx has placed in our Firm and look forward t

2. Scope of Representation 2.1 Description of the Matter C&H is engaged to represent GenomeDx as plaintiff in patent infringement litigation to be filed against Helios Precision Diagnostics, Inc. ("Helios"), a Delaware corporation qualified to do business in the Commonwealth of Massachusetts and the State of California, with its principal place of business at 200 CambridgePark Drive, Suite 600, Cambridge, Massachuset

3. Engagement Team and Key Personnel 3.1 Responsible Partner Catherine Bloom, Partner, intellectual Property Practice Group, will serve as the Responsible Partner with overall supervision and strategic direction of this engagement. Ms. Bloom brings twenty-two years of experience in complex patent litigation with a focus on the life sciences, including molecular diagnostics, genomics, pharmaceutical, and medical devic

4. Fees and Billing Arrangements 4.1 Hourly Rates Services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the assigned timekeepers. The Firm's current hourly rates for the timekeeper personnel assigned to this Matter are as follows: Rates for other attorneys, paralegals, patent agents, and litigation support staff who may be assigned to this

5. Billing and Payment Terms 5.1 Invoicing. The Firm will issue monthly invoices to GenomeDx for professional fees and disbursements incurred during the preceding calendar month. Invoices will generally be issued within twenty (20) business days following the close of each calendar month. Invoices will be sent electronically in PDF format to Victoria Sung at v.sung@genomedx.com and to such additional billing contacts

6. Client Responsibilities GenomeDx agrees to cooperate fully with C&H in connection with this engagement, including by providing timely access to all documents, electronically stored information, data, and other materials relevant to the Litigation, and by making appropriate personnel available for interviews, consultation, witness preparation, and testimony. GenomeDx will designate appropriate custodians for docume

7. Conflicts of Interest 7.1 Conflict Check C&H has conducted a comprehensive conflict of interest check in accordance with the California Rules of Professional Conduct (Rules 1.7 and 1.9) and applicable provisions of the American Bar Association Model Rules of Professional Conduct. Based on that review, the Firm confirms that, as of the date of this letter, C&H has identified no current client relationship with Heli

8. Confidentiality All information provided by GenomeDx to C&H in connection with this engagement, whether oral, written, or electronic, is and shall remain subject to the protections of the attorney-client privilege and/or the work-product doctrine, to the fullest extent recognized by applicable law. C&H acknowledges and agrees that the protection of GenomeDx's confidential and proprietary information, including tra

9. Document Retention C&H will maintain the client file for this Matter, including all pleadings, correspondence, memoranda, research, work product, and related materials, in accordance with the Firm's document retention policies, which are consistent with applicable ethical rules and professional standards. Upon conclusion of this engagement, whether by completion of the Matter, termination by GenomeDx, or withdrawa

10. Termination 10.1 Client's Right to Terminate GenomeDx may terminate this engagement at any time, with or without cause, upon written notice to the Firm directed to Catherine Bloom and Alan Ngo. Termination will be effective upon C&H's receipt of such written notice, subject to any obligations imposed by applicable court rules or orders regarding the timing and manner of withdrawal of counsel. Upon termination, Ge

11. Limitation of Liability To the fullest extent permitted by applicable law and consistent with applicable rules of professional conduct, C&H's aggregate liability to GenomeDx arising out of or relating to this engagement, whether based on contract, tort, breach of fiduciary duty, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by GenomeDx to C&H under this Eng

12. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the Firm's representation of GenomeDx under this Agreement, including but not limited to disputes regarding fees, the scope

13. Miscellaneous Provisions 13.1 Entire Agreement This Engagement Letter, together with its exhibits, constitutes the entire agreement between C&H and GenomeDx with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the Firm's engagement in connection with this Matter. 13

14. Acceptance and Execution 14.1 Acknowledgment. We are enthusiastic about the opportunity to represent GenomeDx in this important matter and are confident in the strength of GenomeDx's patent portfolio and the merits of its infringement claims. If the foregoing terms are acceptable, we respectfully request that GenomeDx indicate its acceptance by having an authorized representative countersign this letter in the sp