Contract analysis

1. Introduction and Purpose of Engagement This letter agreement (the "Engagement Letter") sets forth the terms and conditions under which you, Dr. Louise Tremaine, and your firm, Ashworth Economics Group LLC ("Ashworth" or the "Expert Firm"), are retained as plaintiff's damages expert on behalf of Genome Dx Therapeutics Inc. ("GenomeDx" or "GDT") in the above-referenced patent infringement action. Calderwood & Harkne

2. Background of the Litigation To provide context for the scope of your anticipated analysis and opinions, we summarize below the key facts concerning the patents-in-suit, the accused product, the defendant, and the procedural posture of the Litigation. Additional factual background, documentary evidence, and financial data will be furnished to you as described in Section 4 of this Engagement Letter. 2.1 Patents-in-

3. Scope of Engagement You are being retained to serve as plaintiff's damages expert in this Litigation. The scope of your engagement, as currently anticipated, encompasses the following categories of analysis and opinion. We reserve the right to modify or expand the scope of your engagement as the Litigation progresses, in consultation with you, to address developments in discovery, changes to the claims or defenses

4. Materials and Information to Be Provided Calderwood & Harkness will provide you with the following categories of materials and information in connection with this engagement. All materials will be provided subject to the terms of the Stipulated Protective Order and the confidentiality obligations set forth in Section 6 of this Engagement Letter. Materials will be provided on a rolling basis as they become availabl

5. Compensation (a) Hourly Rates. Dr. Tremaine's hourly rate for services rendered in connection with this engagement shall be $___ per hour. The hourly rates for supporting professional staff of Ashworth Economics Group LLC shall be as set forth in a rate schedule to be provided by Ashworth and approved by Calderwood & Harkness prior to the commencement of substantive work. All hourly rates are subject to periodic a

6. Confidentiality Obligations In connection with this engagement, you will have access to confidential and proprietary information belonging to GenomeDx, Helios, and potentially other third parties. Your obligations with respect to such information are as follows: (a) Stipulated Protective Order. Dr. Tremaine and Ashworth Economics Group LLC shall be bound by the terms of the Stipulated Protective Order entered by t

7. Independence and Expert Obligations (a) Independence. Dr. Tremaine is retained to provide independent, objective expert opinions based on the facts and data available to her. While Calderwood & Harkness will provide you with legal guidance regarding the applicable legal standards and frameworks, the substance of your opinions must reflect your own independent professional judgment. You are not an advocate for Geno

8. Conflicts of Interest By executing this Engagement Letter, Dr. Tremaine and Ashworth Economics Group LLC confirm that they have conducted a reasonable conflicts check and that, as of the date of execution, no existing conflict of interest exists with respect to Helios Precision Diagnostics, Inc., Corinth Ventures Fund III, LP, Ridgecrest Durneval LLP, or any other party or counsel of record in this matter. For pur

9. Term and Termination This engagement shall commence upon execution of this Engagement Letter by both parties and shall continue through the conclusion of the Litigation, including any post-trial proceedings and appeals, unless earlier terminated as provided herein. Either Calderwood & Harkness (on behalf of GenomeDx) or Ashworth Economics Group LLC may terminate this engagement upon thirty (30) days' prior written

10. Relationship of the Parties Dr. Tremaine and Ashworth Economics Group LLC are engaged as independent contractors for purposes of this engagement. Nothing in this Engagement Letter shall be construed to create an employer-employee relationship, a partnership, a joint venture, or any agency relationship between Ashworth (or Dr. Tremaine) and Calderwood & Harkness LLP or Genome Dx Therapeutics Inc. Dr. Tremaine and

11. 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 giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, termina

12. Acceptance If the terms of this Engagement Letter are acceptable to you, please so indicate by signing in the space provided below and returning an executed copy of this letter to the undersigned. We look forward to working with you on this matter and are confident that your expertise and experience will be invaluable to the successful prosecution of GenomeDx's damages claims. Please do not hesitate to contact me