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Contract analysis / exhibit-d-form-royalty-report.xlsx
exhibit-d-form-royalty-report.xlsx
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1. Purpose | This Form of Royalty Report (this 'Report') is Exhibit D to the Settlement Ag
1. Purpose | This Form of Royalty Report (this 'Report') is Exhibit D to the Settlement Agreement and Mutual Release dated June 16, 2025 (the 'Agreement') among Solstice Biomedical Devices Ltd., Solstice Biomedical, Inc., and Apex Surgical Innovations, Inc. Capitalized terms used but not defined herein have the meanings set forth in the Agreement.
2. Reporting Entity | Solstice Biomedical Devices Ltd. (CRO No. 648217) and Solstice Biome
2. Reporting Entity | Solstice Biomedical Devices Ltd. (CRO No. 648217) and Solstice Biomedical, Inc. (EIN: 84-3291056) (collectively, 'Licensee'). Reports shall be submitted by the CFO or authorized designee of Licensee.
3. Reporting Frequency | Quarterly, within forty-five (45) days following the end of each
3. Reporting Frequency | Quarterly, within forty-five (45) days following the end of each calendar quarter (i.e., by May 15, August 14, November 14, and February 14 of the following year). The first reporting period commences on January 1, 2026.
4. Licensed Products | The 'Licensed Products' are: (a) PrecisionEdge™ PE-5000 Series (5 m
4. Licensed Products | The 'Licensed Products' are: (a) PrecisionEdge™ PE-5000 Series (5 mm trocar assembly); (b) PrecisionEdge™ PE-12000 Series (12 mm trocar assembly); (c) PrecisionEdge™ PE-15000 Series (15 mm trocar assembly); and (d) any successors to any of the foregoing.
5. Licensed Patents | U.S. Patent No. 9,814,237 (exp. June 22, 2035); U.S. Patent No. 10,2
5. Licensed Patents | U.S. Patent No. 9,814,237 (exp. June 22, 2035); U.S. Patent No. 10,271,884 (exp. September 15, 2036); U.S. Patent No. 10,932,105 (exp. January 10, 2038); and any continuations, divisionals, or reissues thereof, as listed in Exhibit C to the Agreement.
6. Net Sales Definition | 'Net Sales' means gross invoiced sales of Licensed Products less
6. Net Sales Definition | 'Net Sales' means gross invoiced sales of Licensed Products less the following Permitted Deductions: (a) returns and allowances; (b) trade, quantity, and cash rebates; (c) chargebacks (including managed-care, GPO, and government-program chargebacks); (d) outbound freight, shipping, and handling charges; and (e) sales taxes, VAT, duties, and other governmental charges imposed on the sale. Int
7. Royalty Rate | 3.75% of Net Sales of Licensed Products.
7. Royalty Rate | 3.75% of Net Sales of Licensed Products.
8. Royalty Floor | $500,000 per calendar year, beginning calendar year 2026. If cumulative
8. Royalty Floor | $500,000 per calendar year, beginning calendar year 2026. If cumulative quarterly royalties for a calendar year are below the floor, the shortfall is due with the Q4 report.
9. Royalty Cap | $1,800,000 per calendar year. Once cumulative quarterly royalties reach t
9. Royalty Cap | $1,800,000 per calendar year. Once cumulative quarterly royalties reach the cap, no further royalty payments are due for that calendar year; any overpayment is credited to the next calendar year.
10. Payment Instructions | All royalty payments shall be made by wire transfer in U.S. dol
10. Payment Instructions | All royalty payments shall be made by wire transfer in U.S. dollars to the account designated by Apex Surgical Innovations, Inc. (EIN: 51-0483762), as set forth in Section 4.3 of the Agreement.
11. Currency | All amounts shall be reported and paid in U.S. dollars. Sales invoiced in c
Standard
⚑ Commercial term
11. Currency | All amounts shall be reported and paid in U.S. dollars. Sales invoiced in currencies other than U.S. dollars shall be converted at the average daily exchange rate published by the Federal Reserve for the applicable calendar quarter.
12. Certification | Each Report shall be signed by the CFO or an authorized officer of Lic
12. Certification | Each Report shall be signed by the CFO or an authorized officer of Licensee certifying the accuracy and completeness of the information provided.
13. Audit Rights | Pursuant to Section 5.6 of the Agreement, Apex has the right to audit L
13. Audit Rights | Pursuant to Section 5.6 of the Agreement, Apex has the right to audit Licensee's royalty records once per calendar year, at Apex's expense, unless the audit reveals an underpayment exceeding 5%, in which case Licensee bears the audit cost.
14. Submission | Reports shall be sent to: Apex Surgical Innovations, Inc., Attn: Chief IP
14. Submission | Reports shall be sent to: Apex Surgical Innovations, Inc., Attn: Chief IP Officer (Dr. Priya Chandrasekaran), 1220 North Market Street, Suite 550, Wilmington, DE 19801, with a copy to Hargrove, Tate & Bennington LLP, Attn: Victoria Stanton, 900 North King Street, Suite 1200, Wilmington, DE 19801. Electronic submission via PDF is acceptable if followed by a hard-copy original within five (5) business
15. Record Retention | Licensee shall maintain complete and accurate books and records sup
Standard
⚑ Commercial term
15. Record Retention | Licensee shall maintain complete and accurate books and records supporting each Report for a period of not less than five (5) years following the calendar year to which the Report relates. [sheet: Royalty Report Form] Field / Line Item | Value EXHIBIT D — FORM OF ROYALTY REPORT Pursuant to Settlement Agreement and Mutual Release dated June 16, 2025 SECTION A: HEADER INFORMATION Reporting Entity