Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings assigned to them elsewhere in this Agreement. "Accused Products" means the PrecisionEdge™ PE-5000 Series (5 mm), PE-12000 Series (12 mm), and PE-15000 Series (15 mm) laparoscopic trocar assemblies designed, manufactured,

Section 1.2 — Rules of Construction. Unless the context otherwise requires: (a) the headings of Articles and Sections contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement; (b) words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders; (c) the word "including

ARTICLE II — REPRESENTATIONS AND WARRANTIES

Section 2.1 — Mutual Representations and Warranties. Each Party hereby represents and warrants to each other Party, as of the Effective Date, as follows: (a) Organization and Good Standing. Such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization: Solstice Parent under the laws of Ireland; Solstice US under the laws of the State of Delaware; and Apex unde

Section 2.2 — Apex's Representations and Warranties. Apex hereby additionally represents and warrants to Solstice, as of the Effective Date, as follows: (a) Ownership of Asserted Patents. Apex is the sole and exclusive owner of the entire right, title, and interest in and to each of the Asserted Patents and each patent and patent application in the Apex Trocar Patent Family, free and clear of all liens, encumbrances,

Section 2.3 — Solstice's Representations and Warranties. Solstice hereby additionally represents and warrants to Apex, as of the Effective Date, as follows: (a) Subsidiary Relationship. Solstice US is a direct, wholly owned subsidiary of Solstice Parent. All of the outstanding shares of capital stock of Solstice US are owned, beneficially and of record, by Solstice Parent, free and clear of all liens, encumbrances, a

Section 3.1 — Lump-Sum Payment. In partial consideration for the releases granted in Article VII, the license granted in Article IV, and the covenant not to sue set forth in Section 4.2 and Exhibit B, Solstice shall pay to Apex an aggregate lump-sum settlement payment of Eight Million Seven Hundred Fifty Thousand United States Dollars ($8,750,000) (the "Lump-Sum Payment"), payable in two tranches as follows: (a) Tran

Section 3.2 — Running Royalty. Beginning on the Effective Date and continuing for the remaining life of each Licensed Patent (with the last-to-expire Licensed Patent being the '105 Patent, expiring January 10, 2038), Solstice shall pay to Apex a running royalty equal to three and three-quarters percent (3.75%) of Net Sales of Licensed Products (the "Running Royalty"), subject to the Royalty Floor and Royalty Cap set

Section 3.3 — Tax Treatment. The Parties agree and acknowledge that the Lump-Sum Payment constitutes consideration for the settlement and release of all claims in the Action and for the grant of the Patent License Agreement and the Covenant Not to Sue, and that the Running Royalty constitutes license royalties for the use of intellectual property rights. Each Party shall be solely responsible for the payment of all t

Section 3.4 — No Coverage by Insurance. The Parties acknowledge and agree that the Lump-Sum Payment, the Running Royalty, and all other payment obligations of Solstice under this Article III are not covered by, and Solstice does not expect to receive reimbursement from, any insurance policy maintained by Solstice or any of its Affiliates, including but not limited to intellectual property insurance Policy No. HSI-IP-

ARTICLE IV — LICENSE AND COVENANT NOT TO SUE

Section 4.1 — Patent License Grant. Subject to the terms and conditions of this Agreement and the Patent License Agreement attached hereto as Exhibit A, Apex hereby grants to Solstice a non-exclusive, non-transferable (except as expressly provided in Section 4.3), worldwide, royalty-bearing license under the Licensed Patents to make, have made, use, import, offer for sale, and sell Licensed Products in the Licensed F

Section 4.2 — Covenant Not to Sue. As more fully set forth in the Covenant Not to Sue attached hereto as Exhibit B, Apex hereby irrevocably covenants and agrees that, during the term of the Patent License Agreement (as set forth in Section 4.1 and the Patent License Agreement), Apex will not assert, and will not authorize, direct, encourage, or assist any third party to assert, any patent or patent application in the

Section 4.3 — Transferability; Change of Control. The patent license granted in Section 4.1 and the Covenant Not to Sue granted in Section 4.2 are personal to Solstice and are non-transferable, except as expressly provided in this Section 4.3. In the event of a Change of Control of Solstice Parent or Solstice US, the patent license and Covenant Not to Sue shall automatically transfer to and be binding upon the succes

Section 4.4 — No Implied License. Except as expressly set forth in this Agreement, the Patent License Agreement, and the Covenant Not to Sue, nothing in this Agreement or in the performance or implementation hereof shall be construed to grant to Solstice, by implication, estoppel, or otherwise, any license or right under any patent, patent application, trade secret, trademark, copyright, or other intellectual propert

ARTICLE V — MOST-FAVORED LICENSEE

Section 5.1 — Most-Favored Licensee Obligation. If, at any time during the term of this Agreement following the Effective Date, Apex enters into a license agreement or other arrangement with any third party with respect to any one or more of the Licensed Patents that provides for a running royalty rate (whether expressed as a percentage of net sales or an equivalent per-unit royalty) that is lower than three and thre

Section 5.2 — Notification Protocol. The notification obligations set forth in this Article V are further described in the Side Letter of even date herewith between Solstice and Apex. Apex's notification under Section 5.1 shall include a written notice specifying: (i) the effective date of the Lower Rate License; and (ii) the applicable running royalty rate under the Lower Rate License. Apex shall not be required to

Section 5.3 — Disputes. Any dispute arising under or relating to this Article V, including any dispute regarding the applicability of the most-favored licensee adjustment, the comparability of royalty structures, or the calculation of the adjusted royalty rate, shall be resolved in accordance with the dispute resolution procedures set forth in Article XII of this Agreement.

Section 6.1 — Audit Right. Apex shall have the right, exercisable no more than once during any calendar year, to engage an independent certified public accounting firm of nationally recognized standing, reasonably acceptable to Solstice (such acceptance not to be unreasonably withheld, conditioned, or delayed), to examine and audit those books, records, accounts, and supporting documentation of Solstice and its Affil

Section 6.2 — Cost of Audit. The cost of any audit conducted pursuant to Section 6.1, including the fees and expenses of the independent auditing firm, shall be borne solely by Apex; provided, however, that if such audit reveals an underpayment of Running Royalties by Solstice exceeding five percent (5%) of the aggregate amount of Running Royalties that were due and payable for any audited period (as determined on an

Section 6.3 — Underpayment / Overpayment. In the event that an audit conducted pursuant to Section 6.1 reveals an underpayment of Running Royalties by Solstice, Solstice shall pay to Apex the full amount of such underpayment within thirty (30) days of written notice from Apex setting forth the audit findings and the amount of the underpayment, together with interest on such underpaid amount calculated at the rate set

Section 6.4 — Confidentiality of Audit. Prior to commencing any audit under this Article VI, the independent auditing firm engaged by Apex shall execute a confidentiality agreement, in form and substance reasonably acceptable to Solstice, limiting the disclosure of any information obtained during the audit to the following: (a) the fact and amount of any underpayment or overpayment of Running Royalties; and (b) a sum

Section 7.1 — Solstice's Release of Apex. Effective as of the Effective Date, Solstice (including both Solstice Parent and Solstice US), on behalf of itself and each of its Affiliates, and each of their respective officers, directors, employees, agents, representatives, predecessors, successors, heirs, executors, administrators, and assigns (collectively, the "Solstice Releasing Parties"), hereby irrevocably and unco

Section 7.2 — Apex's Release of Solstice. Effective as of the Effective Date, Apex, on behalf of itself and each of its Affiliates, and each of their respective officers, directors, employees, agents, representatives, predecessors, successors, heirs, executors, administrators, and assigns (collectively, the "Apex Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, and forever discharges Sol

Section 7.3 — Scope of Release. The releases set forth in Sections 7.1 and 7.2 include, without limitation, all claims and causes of action for patent infringement (whether direct, literal, or under the doctrine of equivalents), contributory infringement, inducement of infringement, willful infringement, and all defenses, affirmative defenses, and counterclaims that were asserted or could have been asserted by any Pa

Section 7.4 — Waiver of Unknown Claims. Each Party acknowledges that it may discover facts, claims, or defenses in addition to or different from those that it now knows or believes to exist with respect to the subject matter of the releases set forth in this Article VII, and that the existence of such additional or different facts, claims, or defenses may materially affect the claims and defenses released hereby. Eac

ARTICLE VIII — DISMISSAL OF THE ACTION

Section 8.1 — Stipulation of Dismissal. Within fifteen (15) days following the Effective Date (and in any event on or before July 1, 2025), the Parties shall cause their respective outside litigation counsel — Calderwood & Harkness LLP (on behalf of Solstice US) and Hargrove, Tate & Bennington LLP (on behalf of Apex) — to execute and file the Stipulation of Dismissal with Prejudice in substantially the form attached

Section 8.2 — Terms of Dismissal. The Stipulation of Dismissal shall provide for the dismissal with prejudice of all claims and counterclaims asserted in the Action, including Apex's claims for patent infringement and Solstice US's counterclaims for declaratory judgment of non-infringement and invalidity and its affirmative defense of inequitable conduct. Each Party shall bear its own costs, expenses, and attorneys'

Section 8.3 — Vacatur of Trial Date. Promptly following the full execution of this Agreement (and in any event within five (5) business days of the Effective Date), the Parties shall jointly move the Court, or jointly request through a letter to Chief Judge Andrews' chambers, to vacate the September 30, 2025 trial date and all remaining case deadlines, pending the filing of the Stipulation of Dismissal. The Parties s

Section 9.1 — Confidentiality Obligations. Each Party agrees that it shall maintain in strict confidence, and shall not disclose, disseminate, publish, or otherwise communicate to any third party, directly or indirectly, any Confidential Information, except as follows: (a) Internal Disclosure. A Party may disclose Confidential Information to its own officers, directors, employees, accountants, financial advisors, and

Section 9.2 — Joint Public Statement. The Parties agree that the only public statement to be made by or on behalf of either Party (or any Affiliate of either Party) regarding the settlement of the Action and the execution of this Agreement shall be the Agreed Joint Public Statement attached hereto as Exhibit F, which shall state that "the matter has been resolved on mutually agreeable terms." No Party shall issue any

Section 9.3 — Injunctive Relief. Each Party acknowledges and agrees that any breach or threatened breach of the confidentiality obligations set forth in this Article IX would cause immediate and irreparable harm to the non-breaching Party, the extent of which would be difficult or impossible to quantify, and for which monetary damages would be an inadequate remedy. Accordingly, in addition to all other rights and rem

ARTICLE X — TERM AND TERMINATION

Section 10.1 — Term. This Agreement shall become effective on the Effective Date and, unless earlier terminated in accordance with this Article X, shall continue in full force and effect until the expiration of the last to expire of the Licensed Patents (i.e., the '105 Patent, expiring January 10, 2038). Notwithstanding the foregoing or any other provision of this Agreement, the mutual releases set forth in Article V

Section 10.2 — Termination for Material Breach. Either Party may terminate this Agreement (other than Article VII, Article VIII, and the other surviving provisions set forth in Section 10.3) upon written notice to the other Party if the other Party commits a material breach of any provision of this Agreement and fails to cure such breach within sixty (60) days after receipt of written notice from the non-breaching Pa

Section 10.3 — Survival. The following provisions of this Agreement shall survive the expiration or termination of this Agreement for any reason and shall remain in full force and effect: Article I (Definitions), Section 3.3 (Tax Treatment), Section 3.4 (No Coverage by Insurance), Sections 6.1 through 6.4 (Audit Rights), Article VII (Mutual Release), Article VIII (Dismissal of the Action), Art