Contract analysis

1. Purpose and Engagement Overview Calderwood & Harkness LLP ("C&H" or "the Firm") represents Genome Dx Therapeutics Inc. ("GenomeDx" or "Client") as plaintiff in the above-captioned patent infringement action pending before the United States District Court for the Northern District of California against Helios Precision Diagnostics, Inc. ("Helios"). We write to confirm the terms under which GenomeDx seeks to retain

2. Background of the Litigation To provide context for the scope of work contemplated by this Engagement Letter, we summarize below the relevant procedural and substantive background of the litigation. 2.1 Procedural History. GenomeDx filed its Complaint for Patent Infringement on March 28, 2025, in the United States District Court for the Northern District of California. The case has been assigned to the Honorable J

3. Scope of Engagement 3.1 Subject Matter Areas Your engagement will encompass the following subject matter areas, all of which fall within your recognized expertise: (a) Genomic classification methods for cancer prognosis, with a particular focus on prostate cancer; (b) Machine-learning classifier architectures, including but not limited to random-forest classifiers, gradient-boosted decision tree classifiers, and o

4. Anticipated Deliverables and Timeline Based on the Court's current Scheduling Order, we anticipate the following phases of work and associated deliverables: 4.1 Consulting Phase (February 2026 – April 2026) During the initial consulting phase, we expect that you will undertake the following: (a) Review the Patents-in-Suit, their respective prosecution histories, and GenomeDx's infringement claim charts; (b) Review

5. Compensation 5.1 Hourly Rate Your hourly rate for all professional services rendered in connection with this engagement shall be $\_\_\_\_\_\_ per hour (to be negotiated and inserted upon your acceptance). This rate shall apply uniformly to all categories of work, including but not limited to: document review, technical analysis, report preparation, meetings and conferences with counsel (whether in person, by tele

6. Confidentiality Obligations 6.1 Stipulated Protective Order This matter is governed by a Stipulated Protective Order entered by the Court on December 18, 2025 (the "Protective Order"). A copy of the Protective Order is enclosed with this letter as Enclosure 1. The Protective Order establishes two tiers of confidentiality designations: (a) "Confidential" — materials and information containing non-public business, t

7. Conflict Check and Independence By signing this Engagement Letter, you represent and warrant the following: (a) You have no current financial interest in, employment by, consulting arrangement with, or other material relationship with Helios Precision Diagnostics, Inc., Corinth Ventures Fund III, LP (an investor in Helios), Ridgecrest Durneval LLP (counsel for Helios), or any other party adverse to GenomeDx in thi

8. Document Retention You shall maintain copies of all documents reviewed, notes taken, drafts prepared, data analyzed, calculations performed, and communications with counsel in connection with this engagement. These materials should be maintained in an organized and retrievable manner, as they may be subject to discovery obligations in connection with your role as a testifying expert. Under Federal Rule of Civil Pr

9. Termination Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. Written notice of termination should be directed as follows: if by you, to Catherine Bloom, Calderwood & Harkness LLP, 555 Mission Street, Suite 3100, San Francisco, California 94105; if by C&H, to you at your address set forth above, or at such other address as you may provide in writing. Upon te

10. Relationship of the Parties You are being retained as an independent contractor. Nothing in this Engagement Letter shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between you and Calderwood & Harkness LLP or between you and Genome Dx Therapeutics Inc. You shall have no authority to bind C&H or GenomeDx to any obligation or commitment, and you shall not represen

11. Governing Law This Engagement Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. Any dispute arising out of or relating to this Engagement Letter shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

12. Acceptance If the foregoing terms are acceptable to you, please indicate your acceptance by signing and dating this Engagement Letter in the space provided below and returning a signed copy to us, together with the executed Acknowledgment and Agreement to Be Bound (Enclosure 2), at your earliest convenience. A duplicate original of this letter is enclosed for your records. We are enthusiastic about the prospect o