Contract analysis

1. Parties 1.1 Apex Surgical Innovations, Inc. ("Apex"), a corporation organized and existing under the laws of the State of Delaware, EIN 51-0483762, with its principal offices located at 1220 North Market Street, Suite 550, Wilmington, Delaware 19801. Apex is represented in the above-captioned litigation and in connection with this Term Sheet by Hargrove, Tate & Bennington LLP, 900 North King Street, Suite 1200, Wi

2. Recitals and Background 2.1 Apex is the owner by assignment of the following United States patents, each naming Dr. Raymond Szabo as the sole inventor: (a) U.S. Patent No. 9,814,237, entitled "Locking Seal Assembly for Minimally Invasive Surgical Access Device," issued November 14, 2017 (the "'237 Patent"); (b) U.S. Patent No. 10,271,884, entitled "Retractable Blade Deployment Mechanism for Trocar Systems," issued

3. Definitions For purposes of this Term Sheet, the following terms shall have the meanings set forth below: 3.1 "Apex Trocar Patent Family" means all fourteen (14) issued United States patents and six (6) pending continuation applications related to the Asserted Patents, as identified on Schedule 1 attached hereto and to be more fully enumerated in Exhibit C to the Definitive Agreement. 3.2 "Asserted Patents" means

4. Lump-Sum Settlement Payment 4.1 Aggregate Amount. In consideration of the mutual covenants and agreements set forth herein, and in full and final settlement of all past damages claims asserted or assertable in the Litigation, Solstice shall pay to Apex an aggregate lump-sum settlement payment in the amount of Eight Million Seven Hundred Fifty Thousand United States Dollars ($8,750,000) (the "Settlement Payment"),

5. Running Royalty 5.1 Royalty Rate. Commencing on the Effective Date and continuing for the remaining life of the Licensed Patents (the last-to-expire Licensed Patent currently being the '105 Patent, which expires on January 10, 2038), the Solstice Parties shall pay to Apex a running royalty equal to three and three-quarters percent (3.75%) of Net Sales of Licensed Products sold by the Solstice Parties or any permit

6. Patent License Grant 6.1 Grant of License. Subject to the terms and conditions of this Term Sheet and the Definitive Agreement (including, without limitation, the Solstice Parties' payment obligations set forth in Sections 4 and 5), Apex hereby grants to the Solstice Parties a non-exclusive, non-transferable (except as expressly provided in Section 6.4 below), worldwide license under the Licensed Patents to make,

7. Covenant Not to Sue 7.1 Scope of Covenant. Apex hereby covenants and agrees that, during the term of the License (i.e., from the Effective Date through the expiration of the last-to-expire Licensed Patent, currently January 10, 2038), Apex shall not assert, and shall cause its affiliates, successors, and assigns not to assert, any patent in the Apex Trocar Patent Family (comprising all fourteen (14) issued U.S. pa

8. Mutual Release 8.1 Release by Apex. Effective as of the Effective Date, Apex, on behalf of itself and its officers, directors, employees, agents, representatives, predecessors, successors, assigns, parents, subsidiaries, and affiliates, hereby irrevocably and unconditionally releases and forever discharges the Solstice Parties and their respective officers, directors, employees, agents, representatives, predecesso

9. Dismissal 9.1 Joint Stipulation of Dismissal. Within fifteen (15) days following execution of the Definitive Agreement (target date: July 1, 2025), the Parties shall jointly file with the United States District Court for the District of Delaware a Stipulation of Dismissal with Prejudice of all claims and counterclaims in Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA, purs

10. Confidentiality 10.1 Confidential Treatment. The existence of this Term Sheet (other than the agreed joint public statement set forth in Section 10.3 below), the terms and conditions hereof, the financial terms of the settlement, the terms and conditions of the Definitive Agreement, and all documents, communications, and information exchanged between the Parties in connection with the negotiation and execution of

11. Most-Favored Licensee 11.1 Rate Adjustment. If, at any time during the term of the License, Apex enters into a license agreement with any third party for any of the Licensed Patents (or any patent within the Apex Trocar Patent Family) at a running royalty rate that is lower than three and three-quarters percent (3.75%) of net sales (as reasonably comparable to the definition of Net Sales hereunder), Apex shall pr

12. Audit Rights 12.1 Right to Audit. Apex shall have the right, at its own expense (subject to Section 12.3 below), to audit the Solstice Parties' books, records, and accounts relating to the calculation and payment of Running Royalties under this Term Sheet and the Definitive Agreement. Such audit right may be exercised no more than once per calendar year during the term of the License and for a period of three (3)

13. Representations and Warranties 13.1 Representations and Warranties of Apex. Apex represents and warrants to the Solstice Parties as of the date of this Term Sheet and as of the Effective Date: (a) Ownership. Apex is the sole and exclusive owner of the entire right, title, and interest in and to the Licensed Patents, free and clear of any liens, encumbrances, security interests, or exclusive licenses that would co

14. Definitive Agreement 14.1 Negotiation and Execution. The Parties shall negotiate in good faith and use commercially reasonable efforts to finalize and execute the Definitive Agreement on or before June 16, 2025. The Definitive Agreement shall incorporate and be consistent with the principal terms set forth in this Term Sheet. 14.2 Exhibits and Ancillary Documents. The Definitive Agreement shall include the follow

15. Governing Law and Dispute Resolution 15.1 Governing Law. This Term Sheet and the Definitive Agreement, and any disputes arising out of or relating hereto or thereto, shall be governed by and construed in accordance with the laws of the State of Delaware, 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. 15.2 Ex

16. Binding Effect 16.1 Binding Obligation. This Term Sheet is intended to be, and upon execution by the Parties shall constitute, a binding agreement of the Parties with respect to the principal settlement terms set forth herein. Each Party acknowledges that it has had the opportunity to consult with legal counsel of its choice prior to executing this Term Sheet and that it is executing this Term Sheet voluntarily a

17. Miscellaneous 17.1 Notices. All notices, requests, demands, and other communications required or permitted to be given under this Term Sheet shall be in writing and shall be deemed duly given (a) when delivered by hand; (b) one (1) business day after being sent by nationally recognized overnight courier service (e.g., Severin Partners LLC or Halcyon Partners LLC); or (c) when sent by email (with confirmation of r