Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Solstice Biomedical Devices Ltd. ("Solstice," "SBD," or the "Client"), an Irish private limited company (Companies Registration Office No. 647832), to provide U.S. patent prosecution services in connection with SBD's CryoNova cryoablation catheter technology, as more fully described in Section 3 below.

2. Identification of the Client For purposes of this engagement, the "Client" is Solstice Biomedical Devices Ltd., a private limited company organized and existing under the laws of Ireland (CRO No. 647832), with its principal offices located at Unit 4, Liffey Innovation Campus, Parkgate Street, Dublin 8, D08 XR29, Ireland. We understand that SBD has a U.S. subsidiary, Solstice Biomedical Inc., a corporation organize

3. Scope of Representation C&H is engaged to represent SBD in connection with the prosecution of United States patent applications directed to SBD's "CryoNova" cryoablation catheter system for the treatment of atrial fibrillation and related cardiac arrhythmias. The scope of this engagement specifically includes the following: (a) Continuation and Related Applications. Preparation, filing, and prosecution of continua

4. Engagement Team The following attorneys and patent professionals will comprise the primary engagement team for this matter: Responsible Partner: Alan Ngo, intellectual Property Practice Group; registered USPTO patent attorney (Registration No. 58,412). Mr. Ngo will have overall supervisory responsibility for this engagement and will serve as the primary relationship partner. Mr. Ngo's background includes extensive

5. Fees and Billing Arrangements 5.1 Hourly Rates Professional fees for services rendered under this engagement will be billed on an hourly basis at the Firm's standard rates in effect at the time the services are performed. The current hourly rates for the members of the engagement team, effective as of the date of this Engagement Letter, are as follows: The rates stated above are the Firm's current rates for 2021 a

6. Client Responsibilities The effectiveness of C&H's representation depends in significant part on the timely cooperation of the Client. Accordingly, the Client agrees to the following: (a) Technical Disclosures and Information. The Client will provide timely, complete, and accurate technical disclosures, inventor information, prior-art references, and other materials known to the Client that are relevant to the pre

7. Conflicts of Interest C&H has conducted a thorough conflicts-of-interest review in accordance with the applicable rules of professional conduct and has identified no conflicts of interest that would prevent the Firm from undertaking this engagement on behalf of SBD. The Client acknowledges that C&H is a large, multi-practice law firm with offices in multiple jurisdictions and that the Firm represents a diverse cli

8. Confidentiality C&H will maintain the confidentiality of all information provided by the Client in connection with this engagement, in accordance with all applicable rules of professional conduct, including Rule 1.6 of the New York Rules of Professional Conduct, and the principles of attorney-client privilege and work-product protection. The Firm will implement reasonable measures to safeguard the Client's confide

9. Intellectual Property Ownership All patent applications prepared, filed, and prosecuted by C&H in connection with this engagement, and all patents issuing therefrom, are and shall at all times remain the exclusive property of the Client (or its assignee or designee, as applicable). C&H claims no ownership interest, lien, or other proprietary interest in any inventions, patent applications, patents, or other intell

10. Docketing and Deadline Management C&H will maintain an internal docketing system to monitor and calendar all USPTO deadlines, due dates, and significant milestones for patent applications within the scope of this engagement. The Firm's docketing system employs multiple levels of redundancy, including automated reminders and manual verification, to reduce the risk of missed deadlines. Notwithstanding the foregoing

11. Term and Termination 11.1 Term. This engagement shall commence as of the date of this Engagement Letter and shall remain in effect until terminated by either party in accordance with this Section 11. The engagement is not for a fixed term, and the continued representation of the Client is subject to the Firm's ongoing ability to represent the Client without conflict or other impediment, the Client's timely paymen

12. Limitation of Liability To the fullest extent permitted by applicable law and the applicable rules of professional conduct, C&H's aggregate liability to the Client for any and all claims, losses, damages, costs, or expenses arising out of or relating to this engagement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of professional fees actually paid by the Clien

13. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties agree that Delaware law shall apply to all issues relating to the interpretation and enforcement of this Engagement Letter, as well as to the rights and obligations of the parties hereunder. Any dispute,

14. Entire Agreement and Amendments This Engagement Letter, together with the Schedules attached hereto and incorporated herein by reference, constitutes the entire agreement between C&H and SBD with respect to the engagement described herein and supersedes all prior or contemporaneous negotiations, discussions, understandings, representations, and agreements, whether written or oral, relating to the subject matter h

15. Acceptance We are grateful for the opportunity to serve as patent counsel to Solstice Biomedical Devices Ltd. and look forward to working with you and your team on the CryoNova patent portfolio. If the terms and conditions set forth in this Engagement Letter are acceptable, please indicate your acceptance by countersigning a copy of this letter in the space provided below and returning it to the undersigned at yo

1. Parent Application Note: Inventorship is to be confirmed on a per-application basis in accordance with 35 U.S.C. § 116. The named inventors listed above are the initial inventors of record for the Parent Application. Inventorship for any continuation, continuation-in-part, or divisional applications filed during the course of this engagement will be determined at the time of filing based on the claims presented in

2. Continuation and Related Applications Continuation applications, continuation-in-part applications, and divisional applications to be filed during the course of this engagement will be added to this docket upon filing. Each new application will be assigned a sub-matter number under Matter No. SBD-IP-2021-003 and will be tracked in the Firm's internal docketing system.

3. Corresponding Foreign Filings (Outside Scope of This Engagement) The following corresponding foreign filings are noted for reference and coordination purposes only. These filings are not within the scope of this engagement and are being handled by the foreign counsel indicated below: C&H will coordinate with the above-referenced foreign counsel upon the Client's request, but does not assume any responsibility for