1013-00005 · Genome Dx Therapeutics Inc · Engagement

engagement-letter-gdt.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law

555 Mission Street, Suite 3100 San Francisco, California 94105 Telephone: (415) 392-7800 Facsimile: (415) 392-7801 www.calderwoodharkness.com

March 12, 2025

Victoria Sung, Esq. General Counsel Genome Dx Therapeutics Inc. 4750 Torrey Pines Road, Suite 300 San Diego, California 92130

VIA EMAIL (v.sung@genomedx.com) AND Sundial Data Systems

Re: Engagement of Calderwood & Harkness LLP — Patent Infringement Litigation Against Helios Precision Diagnostics, Inc.; Contemplated Assertion of U.S. Patent Nos. 10,438,271; 11,204,893; and 11,891,647

Dear Ms. Sung:

1. Introduction and Purpose

Calderwood & Harkness LLP is pleased to confirm the terms of its engagement by Genome Dx Therapeutics Inc. ("GenomeDx" or "GDT"), a Delaware corporation qualified to do business in the State of California, with its principal offices located at 4750 Torrey Pines Road, Suite 300, San Diego, California 92130. We appreciate the confidence that GenomeDx has placed in our Firm and look forward to providing effective and efficient representation in this matter.

This letter sets forth the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm") will represent GenomeDx in connection with the matter described herein. We ask that you review these terms carefully and contact us with any questions or comments before executing this letter. This letter, upon execution by both parties, constitutes the binding engagement agreement between C&H and GenomeDx (this "Engagement Letter" or "Agreement"). Unless otherwise agreed in a separate written instrument signed by both parties, the terms set forth herein shall govern the entirety of the Firm's representation of GenomeDx with respect to the matter described below.

2. Scope of Representation

2.1 Description of the Matter

C&H is engaged to represent GenomeDx as plaintiff in patent infringement litigation to be filed against Helios Precision Diagnostics, Inc. ("Helios"), a Delaware corporation qualified to do business in the Commonwealth of Massachusetts and the State of California, with its principal place of business at 200 CambridgePark Drive, Suite 600, Cambridge, Massachusetts 02140 (the "Litigation" or the "Matter").

The Litigation will assert infringement of three United States patents owned by GenomeDx (collectively, the "Patents-in-Suit" or the "Asserted Patents"):

(a) U.S. Patent No. 10,438,271 (the "'271 Patent"), entitled "Methods for Predicting Prostate Cancer Outcomes Using Multi-Gene Expression Classifiers," duly and legally issued by the United States Patent and Trademark Office on October 8, 2019;

(b) U.S. Patent No. 11,204,893 (the "'893 Patent"), entitled "Genomic Classifier Systems and Methods for Post-Surgical Cancer Prognosis," duly and legally issued by the United States Patent and Trademark Office on December 21, 2021; and

(c) U.S. Patent No. 11,891,647 (the "'647 Patent"), entitled "Improved Methods for Genomic Risk Stratification in Prostate Cancer Using Combined Biomarker and Clinical Variable Models," duly and legally issued by the United States Patent and Trademark Office on February 6, 2024.

The product accused of infringing the Patents-in-Suit is Helios's "ProstaSignal™ Genomic Classifier" (the "Accused Product"), a 24-gene expression-based prognostic test for prostate cancer that, based on publicly available information, was commercially launched by Helios on or about October 7, 2024. The Accused Product is marketed and sold by Helios to urologists, oncologists, and other healthcare providers throughout the United States.

The action is to be filed in the United States District Court for the Northern District of California, San Francisco Division, or such other division within that district as may be appropriate based on venue considerations at the time of filing.

2.2 Scope Inclusions

The scope of C&H's representation in connection with this Matter includes the following:

(a) Pre-Filing Investigation. Conducting a thorough pre-filing investigation in compliance with Rule 11 of the Federal Rules of Civil Procedure, including detailed infringement analysis of each claim of the Patents-in-Suit against the Accused Product, review and analysis of the prosecution histories of the Patents-in-Suit, assessment of potential validity challenges, and evaluation of any applicable equitable defenses;

(b) Complaint Preparation and Filing. Preparation, finalization, and filing of the complaint for patent infringement, including all exhibits and attachments, and coordination of service of process upon Helios;

(c) All Aspects of Trial Court Litigation. Representation of GenomeDx through all phases of the trial court litigation, including but not limited to:

(i) All motions practice, including motions to dismiss, motions for judgment on the pleadings, motions for summary judgment, and all discovery-related motions;

(ii) Fact discovery, including the preparation and service of interrogatories, requests for production of documents, requests for admission, and the taking and defending of depositions of fact witnesses;

(iii) Expert discovery, including the identification, retention, and management of technical and damages experts, the preparation of expert reports, and the taking and defending of expert depositions;

(iv) Claim construction proceedings, including the preparation of claim construction briefs, tutorial presentations, and attendance at and advocacy during the Markman hearing;

(v) Pre-trial proceedings, including preparation of pre-trial statements, proposed jury instructions, motions in limine, and trial briefs;

(vi) Trial, including all phases of jury selection (voir dire), opening statements, presentation of GenomeDx's case-in-chief, cross-examination of Helios's witnesses, closing arguments, and related trial advocacy; and

(vii) Post-trial motions, including motions for judgment as a matter of law under Rule 50(b), motions for a new trial, and motions for enhanced damages under 35 U.S.C. § 284;

(d) Defense Against Counterclaims. Assessment of and defense against anticipated counterclaims by Helios, including but not limited to counterclaims of non-infringement, invalidity under 35 U.S.C. §§ 102 and 103, unenforceability based on inequitable conduct, and any declaratory judgment counterclaims;

(e) Injunctive Relief. Pursuit of preliminary and/or permanent injunctive relief as warranted by the facts and circumstances, including preparation and argument of any motion for a temporary restraining order or preliminary injunction;

(f) E-discovery Coordination. Coordination with e-discovery vendors retained by GenomeDx for the collection, processing, review, and production of electronically stored information ("ESI"), including development of search protocols, review workflows, and technology-assisted review ("TAR") methodologies; and

(g) Expert Engagement and Management. Identification, engagement, and management of technical experts (including experts in genomics, bioinformatics, cancer biology, and molecular diagnostics) and damages experts (including experts in reasonable royalty and lost profits analyses), subject to GenomeDx's approval of expert selection and fee arrangements.

2.3 Scope Limitations

The following matters are expressly excluded from the scope of this engagement and, if GenomeDx desires C&H's assistance in any of these areas, a separate engagement letter or amendment to this Agreement will be required:

(a) Appellate Proceedings. This engagement does not encompass any appellate proceedings, whether before the United States Court of Appeals for the Federal Circuit or otherwise. In the event that an appeal is taken by either party following trial or the resolution of dispositive motions, the terms of any appellate representation would be addressed in a separate engagement letter, which may include revised fee arrangements appropriate to the appellate context.

(b) Regulatory Matters. This engagement does not cover regulatory matters before the U.S. Food and Drug Administration ("FDA") or any other governmental agency, including without limitation any pending De Novo classification applications, 510(k) premarket notifications, or other regulatory submissions relating to GenomeDx's products or the Accused Product.

(c) Patent Office Proceedings. This engagement does not extend to patent prosecution, reexamination, inter partes review ("IPR"), post-grant review ("PGR"), covered business method review, or any other proceedings before the United States Patent and Trademark Office, unless separately agreed upon in a written amendment to this Agreement or a separate engagement letter. In the event that Helios initiates IPR or PGR proceedings challenging the validity of any of the Patents-in-Suit, C&H will promptly notify GenomeDx and the parties will discuss whether C&H's engagement should be expanded to encompass such proceedings.

(d) Affiliate and Related Entity Representation. This engagement does not include representation of any affiliate, parent, subsidiary, investor, portfolio company, or other related entity of GenomeDx, including without limitation Pinnacle Biosciences Capital, LP or any of its affiliated funds, except as may be expressly agreed in writing. GenomeDx acknowledges that C&H's duties under this engagement run solely to GenomeDx and not to any other person or entity.

3. Engagement Team and Key Personnel

3.1 Responsible Partner

Catherine Bloom, Partner, intellectual Property Practice Group, will serve as the Responsible Partner with overall supervision and strategic direction of this engagement. Ms. Bloom brings twenty-two years of experience in complex patent litigation with a focus on the life sciences, including molecular diagnostics, genomics, pharmaceutical, and medical device technologies. Ms. Bloom has successfully tried patent cases in federal courts across the country and has extensive experience before the United States Court of Appeals for the Federal Circuit. She will be responsible for all significant strategic decisions, will serve as lead trial counsel, and will be a primary client contact for this Matter.

3.2 Billing Partner

Alan Ngo, Partner, intellectual Property Practice Group, will serve as the Billing Partner responsible for managing the client billing relationship and overseeing all financial aspects of this engagement. Mr. Ngo has eighteen years of experience in patent litigation and regularly assists clients with the development and monitoring of litigation budgets, the coordination of insurance coverage matters, and the management of outside counsel costs. Mr. Ngo will be responsible for review and approval of all invoices prior to submission to GenomeDx and will serve as the primary point of contact for any billing inquiries or disputes.

3.3 Associate Team

The following associates have been assigned to this engagement and will form the core associate team:

(a) Peter Vassiliev, Lead Associate, intellectual Property Practice Group. Mr. Vassiliev is a seventh-year associate who holds a Ph.D. in Bioinformatics from the University of California, San Diego. He has significant experience in complex patent litigation matters involving molecular diagnostics, next-generation sequencing, and computational biology. Mr. Vassiliev will serve as lead associate responsible for day-to-day case management, including brief drafting, deposition preparation and attendance, management of the discovery process, and technical analysis of the Patents-in-Suit and the Accused Product.

(b) Wendy Schultz, Working Associate, intellectual Property Practice Group. Ms. Schultz is a fourth-year associate and a former patent examiner at the United States Patent and Trademark Office, where she served in Art Unit 1634 (molecular biology). She brings specialized expertise in patent prosecution history analysis and prior art assessment. Ms. Schultz will be primarily responsible for prosecution history review and analysis, prior art searches and evaluation, discovery support, and assistance with claim construction briefing.

3.4 Staffing Flexibility

C&H reserves the right to assign additional attorneys, paralegals, patent agents, litigation support specialists, and other staff to this Matter as may be reasonably necessary to provide efficient and effective representation. GenomeDx will be notified in advance of any material staffing changes, including the addition of any new partner or the replacement of any member of the core engagement team described above. C&H will endeavor to maintain continuity of staffing throughout the engagement in order to avoid unnecessary duplication of effort and to preserve institutional knowledge of the Matter.

The primary client contacts for day-to-day matters will be Catherine Bloom and Peter Vassiliev. All significant strategic decisions, settlement discussions, and major filings will be coordinated with Ms. Bloom.

On the client side, the primary contacts for this engagement will be Victoria Sung, General Counsel, and Dr. Kevin Ostrowski, Vice President of intellectual Property. C&H will direct all substantive communications regarding the Matter to one or both of these individuals unless otherwise instructed by GenomeDx.

4. Fees and Billing Arrangements

4.1 Hourly Rates

Services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the assigned timekeepers. The Firm's current hourly rates for the timekeeper personnel assigned to this Matter are as follows:

Rates for other attorneys, paralegals, patent agents, and litigation support staff who may be assigned to this Matter will be provided to GenomeDx at the time of staffing and will be consistent with the Firm's standard rate schedule for 2025, a copy of which is enclosed herewith as Exhibit A. Paralegal and litigation support staff rates currently range from $350.00 to $475.00 per hour, depending on the experience and specialization of the individual.

The Firm typically adjusts its hourly rates annually, with adjustments taking effect on January 1 of each calendar year. GenomeDx will receive at least sixty (60) days' advance written notice of any rate adjustment. Any rate increase will apply only to services rendered on or after the effective date of the adjustment and will not be applied retroactively to services already rendered.

4.2 Estimated Litigation Budget

Based on the Firm's preliminary assessment of the scope and complexity of this Matter — which involves three patents-in-suit encompassing multiple independent claims, anticipated counterclaims of invalidity and unenforceability, extensive fact and expert discovery involving both documentary and deposition discovery from multiple custodians, claim construction proceedings (including preparation of a technology tutorial and Markman briefing), and a jury trial estimated at approximately ten to fourteen trial days — the Firm estimates total legal fees and costs through the conclusion of trial to be in the range of $6,800,000 to $9,200,000.

This estimate is provided solely for GenomeDx's internal budgeting and planning purposes and does not constitute a cap, ceiling, fixed fee, or guarantee of the total cost of this engagement. Actual fees and costs will depend on a number of factors that are not entirely within the Firm's control, including but not limited to: the pace and scope of discovery as determined by the court's scheduling orders; the volume and complexity of motion practice; the nature and extent of Helios's counterclaims and defenses; the conduct of opposing counsel; the number of depositions required; the length and complexity of claim construction proceedings; the duration of trial; and any unforeseen developments in the Litigation.

The foregoing estimate does not include e-discovery vendor costs, which the Firm estimates separately at approximately $1,400,000 to $1,800,000 through trial, based on preliminary estimates of data volume and review requirements. E-discovery services are to be contracted directly by GenomeDx with Canfield Document Solutions LLC or such other vendor as GenomeDx may select, subject to coordination with C&H regarding search protocols, review workflows, and production specifications.

The foregoing estimate also does not include fees and costs for expert witnesses, including technical experts and damages experts, whose fees will depend on the identity of the experts selected, the scope of their engagement, and the time required for their analysis, report preparation, deposition testimony, and trial testimony. Expert witness fees will be passed through to GenomeDx at cost.

A preliminary litigation budget summary is enclosed herewith as Exhibit B. A more detailed phase-based litigation budget will be provided to GenomeDx within thirty (30) days of the commencement of this engagement, once the Firm has had the opportunity to conduct its initial case assessment. The Firm will provide quarterly budget-to-actual reports comparing actual expenditures to the estimated budget and will promptly notify GenomeDx if actual expenditures are trending to exceed the high end of the estimated range.

4.3 Disbursements and Costs

In addition to professional fees for legal services, GenomeDx will be responsible for the reimbursement of all out-of-pocket disbursements and costs incurred by the Firm in connection with this engagement. Such disbursements and costs include, but are not limited to:

(a) Court filing fees and service of process costs;

(b) Travel expenses, including airfare, hotel accommodations, meals, and ground transportation, incurred in connection with court appearances, depositions, client meetings, and other litigation-related travel, at reasonable, actual cost consistent with GenomeDx's travel policies as communicated to the Firm;

(c) Deposition transcript costs, including original and copy transcripts, real-time transcription services, and videography fees;

(d) Printing, copying, and document production costs, including costs associated with the preparation of exhibits and demonstrative materials for hearings, depositions, and trial;

(e) Courier, postage, and overnight delivery charges;

(f) Computerized legal research charges, including charges for Westlaw, Sundial Solutions, Pemberton Data Systems, Marlowe Solutions, and similar research platforms;

(g) Expert consultant and witness fees, which will be passed through to GenomeDx at cost without markup; and

(h) Any other reasonable out-of-pocket expenses directly related to the Matter.

Any individual disbursement expected to exceed $5,000 will be approved in advance by the designated client contact prior to the Firm incurring such expense. The Firm will use reasonable efforts to minimize disbursements and will seek competitive pricing for third-party services where practicable.

5. Billing and Payment Terms

5.1 Invoicing. The Firm will issue monthly invoices to GenomeDx for professional fees and disbursements incurred during the preceding calendar month. Invoices will generally be issued within twenty (20) business days following the close of each calendar month.

Invoices will be sent electronically in PDF format to Victoria Sung at v.sung@genomedx.com and to such additional billing contacts as GenomeDx may designate in writing from time to time. If GenomeDx utilizes a third-party legal billing platform (such as Brightmoor Solutions, Brightwater Health IT, or Stonefield Data Systems), the Firm will cooperate with the submission of invoices through such platform, provided that GenomeDx provides reasonable onboarding support and lead time.

Each invoice will include reasonably detailed descriptions of the services rendered by each timekeeper during the billing period, the hours expended by each timekeeper, the applicable hourly rate, and an itemized listing of all disbursements and costs. Invoice descriptions will comply with applicable Uniform Task-Based Management System ("UTBMS") codes if so requested by GenomeDx.

5.2 Payment Terms

Payment of each invoice is due within thirty (30) days of the date of the invoice. Payments may be made by check, wire transfer, or ACH deposit to the account designated on each invoice.

Amounts not paid within thirty (30) days of the invoice date will accrue interest at the rate of 1.0% per month (equivalent to 12% per annum), or the maximum rate permitted by applicable law, whichever is less. Interest will accrue from the date payment was due until the date payment is received in full.

In the event of a billing dispute, GenomeDx will promptly notify the Billing Partner, Alan Ngo, in writing, specifying the nature of the dispute and the amounts in question. The parties will endeavor to resolve any such dispute in good faith within thirty (30) days of notification. During the pendency of any billing dispute, all undisputed amounts shall remain due and payable in accordance with the payment terms set forth herein, and the accrual of interest on undisputed amounts shall not be suspended.

5.3 Retainer. No retainer deposit is required at the commencement of this engagement. The Firm reserves the right to request a retainer deposit in the event of a material change in circumstances, including a pattern of late payments or a material increase in the anticipated scope of the engagement, subject to reasonable advance notice to GenomeDx.

5.4 Insurance Coordination

C&H understands that GenomeDx maintains intellectual property enforcement insurance through Greystone Specialty Insurance Co. ("Greystone") under Policy No. GSI-IP-2024-07812, which provides coverage of up to $10,000,000 for offensive patent litigation costs, subject to a $2,500,000 deductible and an 80/20 co-insurance structure above the deductible (i.e., Greystone reimburses 80% of covered costs above the deductible, and GenomeDx is responsible for the remaining 20%).

GenomeDx is solely responsible for submitting invoices, supporting documentation, and any other materials required by Greystone in connection with claims for reimbursement under the Policy. C&H will cooperate with reasonable requests for information, documentation, and certifications necessary to support GenomeDx's coverage claims, including the provision of redacted invoices or fee summaries in a format acceptable to Greystone, provided that such cooperation does not require the Firm to waive any privilege or violate any duty of confidentiality owed to GenomeDx.

GenomeDx acknowledges and agrees that its payment obligations under this Engagement Letter are not conditioned on, contingent upon, or deferred by the status of insurance reimbursement from Greystone or any other insurer. GenomeDx remains directly and fully liable for all fees and costs incurred under this engagement, regardless of whether GenomeDx receives reimbursement from its insurer, and regardless of any dispute between GenomeDx and Greystone regarding coverage.

6. Client Responsibilities

GenomeDx agrees to cooperate fully with C&H in connection with this engagement, including by providing timely access to all documents, electronically stored information, data, and other materials relevant to the Litigation, and by making appropriate personnel available for interviews, consultation, witness preparation, and testimony.

GenomeDx will designate appropriate custodians for document preservation and production purposes and will implement and maintain a comprehensive litigation hold as directed by C&H. The litigation hold will encompass all categories of documents and ESI identified by C&H, including emails, instant messages, presentations, spreadsheets, research data, laboratory notebooks, regulatory submissions, marketing materials, financial records, and any other materials potentially relevant to the claims or defenses in the Litigation. GenomeDx will ensure that all custodians acknowledge receipt of the litigation hold notice and understand their obligation to preserve relevant materials.

GenomeDx will make its officers, employees, agents, and consultants reasonably available for witness preparation, depositions, trial testimony, and other litigation-related activities, including but not limited to the following individuals:

(a) Dr. Rajan Mehta, Chief Technology Officer;

(b) Dr. Kevin Ostrowski, Vice President, intellectual Property;

(d) Thomas Brennan, Chief Financial Officer; and

(e) Such other personnel as may be identified during the course of the Litigation as having relevant knowledge or being necessary witnesses.

GenomeDx will promptly advise C&H of any developments that may affect the Litigation or the Firm's representation, including but not limited to: any communications from or concerning Helios, including any settlement overtures, cease-and-desist letters, or threats of counterclaims; any third-party claims, inquiries, or proceedings relating to the Patents-in-Suit, including any challenges filed at the USPTO; any developments in pending regulatory matters that may affect the patents or the Accused Product; any material changes to GenomeDx's corporate structure, ownership, or capitalization; and any potential licensing discussions or transactions involving the Patents-in-Suit.

7. Conflicts of Interest

7.1 Conflict Check

C&H has conducted a comprehensive conflict of interest check in accordance with the California Rules of Professional Conduct (Rules 1.7 and 1.9) and applicable provisions of the American Bar Association Model Rules of Professional Conduct. Based on that review, the Firm confirms that, as of the date of this letter, C&H has identified no current client relationship with Helios Precision Diagnostics, Inc., and no current client relationship with Corinth Ventures Fund III, LP, which the Firm understands to be the majority institutional investor in Helios.

The Firm further confirms that C&H does not currently represent Pinnacle Biosciences Capital, LP or any of its affiliated funds or portfolio companies in any matter. This engagement is limited exclusively to the representation of Genome Dx Therapeutics Inc. and does not create an attorney-client relationship between C&H and any other entity.

7.2 Advance Waiver

GenomeDx acknowledges that C&H is a large, multi-practice law firm with offices in multiple jurisdictions and that C&H currently represents, and may in the future represent, other clients whose interests may be adverse to GenomeDx in matters that are wholly unrelated to this engagement.

GenomeDx hereby consents to C&H's continued and future representation of other clients in matters that are unrelated to this engagement, provided that such other matters do not involve: (i) the assertion of or defense against claims arising out of or relating to the Patents-in-Suit; (ii) the assertion of or defense against claims arising out of or relating to the Accused Product (the ProstaSignal™ Genomic Classifier); or (iii) the direct assertion of claims against GenomeDx by any client of C&H.

This advance waiver does not extend to any matter that is substantially related to the subject matter of this engagement or that would require the use or disclosure of GenomeDx's confidential information obtained during the course of this representation. GenomeDx's consent under this Section 7.2 is given after having had a reasonable opportunity to consider the risks and benefits of such consent, in accordance with California Rule of Professional Conduct 1.7.

7.3 Ongoing Duty

C&H will monitor for conflicts on an ongoing basis throughout the course of this engagement and will promptly notify GenomeDx if any actual or potential conflict of interest arises. In the event that an irreconcilable conflict is identified, the parties will confer in good faith regarding an appropriate resolution, which may include the implementation of an ethical wall, the limitation of C&H's representation in one or more matters, or, if necessary, the Firm's withdrawal from this engagement in accordance with Section 10.2 below.

8. Confidentiality

All information provided by GenomeDx to C&H in connection with this engagement, whether oral, written, or electronic, is and shall remain subject to the protections of the attorney-client privilege and/or the work-product doctrine, to the fullest extent recognized by applicable law. C&H acknowledges and agrees that the protection of GenomeDx's confidential and proprietary information, including trade secrets, business strategies, financial data, and technical information relating to GenomeDx's products and patent portfolio, is of paramount importance.

C&H will maintain the confidentiality of all client information in accordance with the California Rules of Professional Conduct, including Rule 1.6, and applicable federal rules and ethical standards. All attorneys, paralegals, staff, and other Firm personnel with access to GenomeDx's confidential information will be bound by the Firm's confidentiality policies and procedures.

C&H will not disclose client information to any third party without GenomeDx's prior written consent, except as required by law, court order, or the applicable rules of professional responsibility. In the event that C&H receives a subpoena, court order, or other compulsory process requiring the disclosure of GenomeDx's confidential information, C&H will, to the extent permitted by law, provide GenomeDx with prompt notice and a reasonable opportunity to seek protective relief.

Information shared with retained experts in connection with this engagement will be subject to appropriate confidentiality and non-disclosure agreements between GenomeDx and the expert (or the expert's institution, as applicable). Once entered by the court, the sharing of confidential information in the Litigation will also be governed by the terms of any stipulated protective order or other confidentiality order.

9. Document Retention

C&H will maintain the client file for this Matter, including all pleadings, correspondence, memoranda, research, work product, and related materials, in accordance with the Firm's document retention policies, which are consistent with applicable ethical rules and professional standards.

Upon conclusion of this engagement, whether by completion of the Matter, termination by GenomeDx, or withdrawal by C&H, original documents provided by GenomeDx will be returned to GenomeDx upon written request. The Firm will retain copies of such original documents, along with the Firm's own work product and internal files, consistent with the Firm's ethical obligations and document retention policy.

Electronic files and work product will be maintained for a period of no less than seven (7) years following the conclusion of the engagement, unless a longer retention period is required by applicable law, regulation, or court order. After the expiration of the retention period, the Firm may destroy or dispose of such files and work product without further notice to GenomeDx, unless GenomeDx has previously requested their return or preservation.

10. Termination

10.1 Client's Right to Terminate

GenomeDx may terminate this engagement at any time, with or without cause, upon written notice to the Firm directed to Catherine Bloom and Alan Ngo. Termination will be effective upon C&H's receipt of such written notice, subject to any obligations imposed by applicable court rules or orders regarding the timing and manner of withdrawal of counsel.

Upon termination, GenomeDx will remain responsible for the payment of all fees for services rendered and all costs and disbursements incurred through the effective date of termination, in accordance with the billing and payment terms set forth in Sections 4 and 5 of this Agreement.

10.2 Firm's Right to Withdraw

C&H may withdraw from this representation in accordance with the applicable California Rules of Professional Conduct and the Federal Rules of Civil Procedure, and, where required by court rules or orders, upon leave of the court having jurisdiction over the Litigation.

Circumstances that may give rise to the Firm's withdrawal from this engagement include, but are not limited to: persistent non-payment of fees and costs after reasonable notice and an opportunity to cure; GenomeDx's failure to cooperate with the Firm in a manner that materially impairs the Firm's ability to provide effective representation; the emergence of an irreconcilable conflict of interest that cannot be resolved through informed consent or other appropriate measures; or the existence of other circumstances that would make continued representation unreasonable or ethically impermissible.

C&H will provide GenomeDx with reasonable advance written notice of its intention to withdraw and will cooperate with GenomeDx in seeking to minimize any prejudice to GenomeDx's interests resulting from the Firm's withdrawal.

10.3 Transition. Upon termination of this engagement by GenomeDx or withdrawal by C&H, the Firm will take all reasonable steps to protect GenomeDx's interests and to facilitate an orderly transition of the Matter to successor counsel designated by GenomeDx. Such steps will include, without limitation: the prompt transfer of the client file, including all pleadings, correspondence, discovery materials, and work product; cooperation with successor counsel in providing background information and case status updates; and compliance with any court orders regarding the substitution of counsel and the protection of litigation deadlines.

11. Limitation of Liability

To the fullest extent permitted by applicable law and consistent with applicable rules of professional conduct, C&H's aggregate liability to GenomeDx arising out of or relating to this engagement, whether based on contract, tort, breach of fiduciary duty, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by GenomeDx to C&H under this Engagement Letter. This limitation shall not apply in cases of the Firm's willful misconduct or gross negligence.

This limitation of liability applies to claims of any nature, including but not limited to claims for breach of contract, professional negligence (legal malpractice), breach of fiduciary duty, and any statutory claims. GenomeDx acknowledges that this limitation has been negotiated as part of the overall fee arrangement and reflects the allocation of risk between the parties.

Nothing in this Section 11 shall be construed to limit or modify GenomeDx's rights under applicable rules of professional conduct or to waive any non-waivable rights under applicable law.

12. 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 regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the Firm's representation of GenomeDx under this Agreement, including but not limited to disputes regarding fees, the scope of the engagement, or professional liability, shall be resolved by binding arbitration in San Francisco, California, administered under the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator who has experience in legal malpractice or attorney fee disputes. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Each party shall bear its own attorneys' fees and costs in connection with any arbitration proceeding, unless the arbitrator determines that the circumstances warrant a different allocation. The existence and results of any arbitration proceeding shall be treated as confidential by both parties, except as required by applicable law or as necessary to enforce the arbitration award.

13. Miscellaneous Provisions

13.1 Entire Agreement

This Engagement Letter, together with its exhibits, constitutes the entire agreement between C&H and GenomeDx with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the Firm's engagement in connection with this Matter.

13.2 Amendments. This Engagement Letter may be amended, modified, or supplemented only by a written instrument duly executed by an authorized representative of each party. No oral modification or waiver of any provision of this Agreement shall be effective.

13.3 Counterparts. This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by electronic signature (including DocuSign or similar platforms) or by transmission of a signed copy via email in PDF format shall have the same force and effect as execution and delivery of an original signed copy.

13.4 No Assignment

Neither party may assign, delegate, or transfer its rights or obligations under this Engagement Letter without the prior written consent of the other party. Any attempted assignment in violation of this provision shall be null and void.

14. Acceptance and Execution

14.1 Acknowledgment. We are enthusiastic about the opportunity to represent GenomeDx in this important matter and are confident in the strength of GenomeDx's patent portfolio and the merits of its infringement claims. If the foregoing terms are acceptable, we respectfully request that GenomeDx indicate its acceptance by having an authorized representative countersign this letter in the space provided below and return an executed copy to the Firm. An executed copy may be returned via email to catherine.bloom@calderwoodharkness.com or via overnight delivery to the address set forth in the Firm's letterhead.

If any of the terms set forth herein are not acceptable or if you would like to discuss any modifications, please do not hesitate to contact me so that we may address your concerns before proceeding. We want to ensure that the terms of our engagement are fully understood and agreeable to both parties before we commence work on the Matter.

We look forward to working with you and the entire GenomeDx team.

14.2 Calderwood & Harkness LLP

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Catherine Bloom

Title: Partner

Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, California 94105

Date: March 12, 2025

14.3 Acknowledgment and Acceptance by Genome Dx Therapeutics Inc.

The undersigned, being duly authorized to act on behalf of Genome Dx Therapeutics Inc., hereby acknowledges receipt of this Engagement Letter, confirms that she has read and understands the terms and conditions set forth herein, and agrees to be bound by such terms and conditions.

ACCEPTED AND AGREED:

GENOME DX THERAPEUTICS INC.

By: ________

Name: Victoria Sung

Title: General Counsel

Genome Dx Therapeutics Inc. 4750 Torrey Pines Road, Suite 300 San Diego, California 92130

Date: ________

Enclosures

The following exhibits are referenced in and form a part of this Engagement Letter:

Exhibit A: Calderwood & Harkness LLP 2025 Standard Rate Schedule (enclosed herewith)

Exhibit B: Preliminary Litigation Budget Summary (enclosed herewith; a detailed phase-based litigation budget will be provided separately in the Litigation Budget Memorandum within thirty (30) days of the commencement of this engagement)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This Engagement Letter and all attachments hereto are confidential and are intended solely for the use of the addressee. If you have received this communication in error, please notify the sender immediately and destroy all copies.

Timekeeper	Position	Hourly Rate
Catherine Bloom	Partner	$1,350.00
Alan Ngo	Partner	$1,275.00
Peter Vassiliev	Lead Associate	$875.00
Wendy Schultz	Working Associate	$725.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
555 Mission Street, Suite 3100 San Francisco, California 94105 Telephone: (415) 392-7800 Facsimile: (415) 392-7801 www.calderwoodharkness.com
March 12, 2025
Victoria Sung, Esq. General Counsel Genome Dx Therapeutics Inc. 4750 Torrey Pines Road, Suite 300 San Diego, California 92130
VIA EMAIL (v.sung@genomedx.com) AND Sundial Data Systems
Re: Engagement of Calderwood & Harkness LLP — Patent Infringement Litigation Against Helios Precision Diagnostics, Inc.; Contemplated Assertion of U.S. Patent Nos. 10,438,271; 11,204,893; and 11,891,647
Dear Ms. Sung:
1. Introduction and Purpose
Calderwood & Harkness LLP is pleased to confirm the terms of its engagement by Genome Dx Therapeutics Inc. ("GenomeDx" or "GDT"), a Delaware corporation qualified to do business in the State of California, with its principal offices located at 4750 Torrey Pines Road, Suite 300, San Diego, California 92130. We appreciate the confidence that GenomeDx has placed in our Firm and look forward to providing effective and efficient representation in this matter.
This letter sets forth the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm") will represent GenomeDx in connection with the matter described herein. We ask that you review these terms carefully and contact us with any questions or comments before executing this letter. This letter, upon execution by both parties, constitutes the binding engagement agreement between C&H and GenomeDx (this "Engagement Letter" or "Agreement"). Unless otherwise agreed in a separate written instrument signed by both parties, the terms set forth herein shall govern the entirety of the Firm's representation of GenomeDx with respect to the matter described below.
2. Scope of Representation
2.1 Description of the Matter
C&H is engaged to represent GenomeDx as plaintiff in patent infringement litigation to be filed against Helios Precision Diagnostics, Inc. ("Helios"), a Delaware corporation qualified to do business in the Commonwealth of Massachusetts and the State of California, with its principal place of business at 200 CambridgePark Drive, Suite 600, Cambridge, Massachusetts 02140 (the "Litigation" or the "Matter").
The Litigation will assert infringement of three United States patents owned by GenomeDx (collectively, the "Patents-in-Suit" or the "Asserted Patents"):
(a) U.S. Patent No. 10,438,271 (the "'271 Patent"), entitled "Methods for Predicting Prostate Cancer Outcomes Using Multi-Gene Expression Classifiers," duly and legally issued by the United States Patent and Trademark Office on October 8, 2019;
(b) U.S. Patent No. 11,204,893 (the "'893 Patent"), entitled "Genomic Classifier Systems and Methods for Post-Surgical Cancer Prognosis," duly and legally issued by the United States Patent and Trademark Office on December 21, 2021; and
(c) U.S. Patent No. 11,891,647 (the "'647 Patent"), entitled "Improved Methods for Genomic Risk Stratification in Prostate Cancer Using Combined Biomarker and Clinical Variable Models," duly and legally issued by the United States Patent and Trademark Office on February 6, 2024.
The product accused of infringing the Patents-in-Suit is Helios's "ProstaSignal™ Genomic Classifier" (the "Accused Product"), a 24-gene expression-based prognostic test for prostate cancer that, based on publicly available information, was commercially launched by Helios on or about October 7, 2024. The Accused Product is marketed and sold by Helios to urologists, oncologists, and other healthcare providers throughout the United States.
The action is to be filed in the United States District Court for the Northern District of California, San Francisco Division, or such other division within that district as may be appropriate based on venue considerations at the time of filing.
2.2 Scope Inclusions
The scope of C&H's representation in connection with this Matter includes the following:
(a) Pre-Filing Investigation. Conducting a thorough pre-filing investigation in compliance with Rule 11 of the Federal Rules of Civil Procedure, including detailed infringement analysis of each claim of the Patents-in-Suit against the Accused Product, review and analysis of the prosecution histories of the Patents-in-Suit, assessment of potential validity challenges, and evaluation of any applicable equitable defenses;
(b) Complaint Preparation and Filing. Preparation, finalization, and filing of the complaint for patent infringement, including all exhibits and attachments, and coordination of service of process upon Helios;
(c) All Aspects of Trial Court Litigation. Representation of GenomeDx through all phases of the trial court litigation, including but not limited to:
(i) All motions practice, including motions to dismiss, motions for judgment on the pleadings, motions for summary judgment, and all discovery-related motions;
(ii) Fact discovery, including the preparation and service of interrogatories, requests for production of documents, requests for admission, and the taking and defending of depositions of fact witnesses;
(iii) Expert discovery, including the identification, retention, and management of technical and damages experts, the preparation of expert reports, and the taking and defending of expert depositions;
(iv) Claim construction proceedings, including the preparation of claim construction briefs, tutorial presentations, and attendance at and advocacy during the Markman hearing;
(v) Pre-trial proceedings, including preparation of pre-trial statements, proposed jury instructions, motions in limine, and trial briefs;
(vi) Trial, including all phases of jury selection (voir dire), opening statements, presentation of GenomeDx's case-in-chief, cross-examination of Helios's witnesses, closing arguments, and related trial advocacy; and
(vii) Post-trial motions, including motions for judgment as a matter of law under Rule 50(b), motions for a new trial, and motions for enhanced damages under 35 U.S.C. § 284;
(d) Defense Against Counterclaims. Assessment of and defense against anticipated counterclaims by Helios, including but not limited to counterclaims of non-infringement, invalidity under 35 U.S.C. §§ 102 and 103, unenforceability based on inequitable conduct, and any declaratory judgment counterclaims;
(e) Injunctive Relief. Pursuit of preliminary and/or permanent injunctive relief as warranted by the facts and circumstances, including preparation and argument of any motion for a temporary restraining order or preliminary injunction;
(f) E-discovery Coordination. Coordination with e-discovery vendors retained by GenomeDx for the collection, processing, review, and production of electronically stored information ("ESI"), including development of search protocols, review workflows, and technology-assisted review ("TAR") methodologies; and
(g) Expert Engagement and Management. Identification, engagement, and management of technical experts (including experts in genomics, bioinformatics, cancer biology, and molecular diagnostics) and damages experts (including experts in reasonable royalty and lost profits analyses), subject to GenomeDx's approval of expert selection and fee arrangements.
2.3 Scope Limitations
The following matters are expressly excluded from the scope of this engagement and, if GenomeDx desires C&H's assistance in any of these areas, a separate engagement letter or amendment to this Agreement will be required:
(a) Appellate Proceedings. This engagement does not encompass any appellate proceedings, whether before the United States Court of Appeals for the Federal Circuit or otherwise. In the event that an appeal is taken by either party following trial or the resolution of dispositive motions, the terms of any appellate representation would be addressed in a separate engagement letter, which may include revised fee arrangements appropriate to the appellate context.
(b) Regulatory Matters. This engagement does not cover regulatory matters before the U.S. Food and Drug Administration ("FDA") or any other governmental agency, including without limitation any pending De Novo classification applications, 510(k) premarket notifications, or other regulatory submissions relating to GenomeDx's products or the Accused Product.
(c) Patent Office Proceedings. This engagement does not extend to patent prosecution, reexamination, inter partes review ("IPR"), post-grant review ("PGR"), covered business method review, or any other proceedings before the United States Patent and Trademark Office, unless separately agreed upon in a written amendment to this Agreement or a separate engagement letter. In the event that Helios initiates IPR or PGR proceedings challenging the validity of any of the Patents-in-Suit, C&H will promptly notify GenomeDx and the parties will discuss whether C&H's engagement should be expanded to encompass such proceedings.
(d) Affiliate and Related Entity Representation. This engagement does not include representation of any affiliate, parent, subsidiary, investor, portfolio company, or other related entity of GenomeDx, including without limitation Pinnacle Biosciences Capital, LP or any of its affiliated funds, except as may be expressly agreed in writing. GenomeDx acknowledges that C&H's duties under this engagement run solely to GenomeDx and not to any other person or entity.
3. Engagement Team and Key Personnel
3.1 Responsible Partner
Catherine Bloom, Partner, intellectual Property Practice Group, will serve as the Responsible Partner with overall supervision and strategic direction of this engagement. Ms. Bloom brings twenty-two years of experience in complex patent litigation with a focus on the life sciences, including molecular diagnostics, genomics, pharmaceutical, and medical device technologies. Ms. Bloom has successfully tried patent cases in federal courts across the country and has extensive experience before the United States Court of Appeals for the Federal Circuit. She will be responsible for all significant strategic decisions, will serve as lead trial counsel, and will be a primary client contact for this Matter.
3.2 Billing Partner
Alan Ngo, Partner, intellectual Property Practice Group, will serve as the Billing Partner responsible for managing the client billing relationship and overseeing all financial aspects of this engagement. Mr. Ngo has eighteen years of experience in patent litigation and regularly assists clients with the development and monitoring of litigation budgets, the coordination of insurance coverage matters, and the management of outside counsel costs. Mr. Ngo will be responsible for review and approval of all invoices prior to submission to GenomeDx and will serve as the primary point of contact for any billing inquiries or disputes.
3.3 Associate Team
The following associates have been assigned to this engagement and will form the core associate team:
(a) Peter Vassiliev, Lead Associate, intellectual Property Practice Group. Mr. Vassiliev is a seventh-year associate who holds a Ph.D. in Bioinformatics from the University of California, San Diego. He has significant experience in complex patent litigation matters involving molecular diagnostics, next-generation sequencing, and computational biology. Mr. Vassiliev will serve as lead associate responsible for day-to-day case management, including brief drafting, deposition preparation and attendance, management of the discovery process, and technical analysis of the Patents-in-Suit and the Accused Product.
(b) Wendy Schultz, Working Associate, intellectual Property Practice Group. Ms. Schultz is a fourth-year associate and a former patent examiner at the United States Patent and Trademark Office, where she served in Art Unit 1634 (molecular biology). She brings specialized expertise in patent prosecution history analysis and prior art assessment. Ms. Schultz will be primarily responsible for prosecution history review and analysis, prior art searches and evaluation, discovery support, and assistance with claim construction briefing.
3.4 Staffing Flexibility
C&H reserves the right to assign additional attorneys, paralegals, patent agents, litigation support specialists, and other staff to this Matter as may be reasonably necessary to provide efficient and effective representation. GenomeDx will be notified in advance of any material staffing changes, including the addition of any new partner or the replacement of any member of the core engagement team described above. C&H will endeavor to maintain continuity of staffing throughout the engagement in order to avoid unnecessary duplication of effort and to preserve institutional knowledge of the Matter.
The primary client contacts for day-to-day matters will be Catherine Bloom and Peter Vassiliev. All significant strategic decisions, settlement discussions, and major filings will be coordinated with Ms. Bloom.
On the client side, the primary contacts for this engagement will be Victoria Sung, General Counsel, and Dr. Kevin Ostrowski, Vice President of intellectual Property. C&H will direct all substantive communications regarding the Matter to one or both of these individuals unless otherwise instructed by GenomeDx.
4. Fees and Billing Arrangements
4.1 Hourly Rates
Services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the assigned timekeepers. The Firm's current hourly rates for the timekeeper personnel assigned to this Matter are as follows:
Rates for other attorneys, paralegals, patent agents, and litigation support staff who may be assigned to this Matter will be provided to GenomeDx at the time of staffing and will be consistent with the Firm's standard rate schedule for 2025, a copy of which is enclosed herewith as Exhibit A. Paralegal and litigation support staff rates currently range from $350.00 to $475.00 per hour, depending on the experience and specialization of the individual.
The Firm typically adjusts its hourly rates annually, with adjustments taking effect on January 1 of each calendar year. GenomeDx will receive at least sixty (60) days' advance written notice of any rate adjustment. Any rate increase will apply only to services rendered on or after the effective date of the adjustment and will not be applied retroactively to services already rendered.
4.2 Estimated Litigation Budget
Based on the Firm's preliminary assessment of the scope and complexity of this Matter — which involves three patents-in-suit encompassing multiple independent claims, anticipated counterclaims of invalidity and unenforceability, extensive fact and expert discovery involving both documentary and deposition discovery from multiple custodians, claim construction proceedings (including preparation of a technology tutorial and Markman briefing), and a jury trial estimated at approximately ten to fourteen trial days — the Firm estimates total legal fees and costs through the conclusion of trial to be in the range of $6,800,000 to $9,200,000.
This estimate is provided solely for GenomeDx's internal budgeting and planning purposes and does not constitute a cap, ceiling, fixed fee, or guarantee of the total cost of this engagement. Actual fees and costs will depend on a number of factors that are not entirely within the Firm's control, including but not limited to: the pace and scope of discovery as determined by the court's scheduling orders; the volume and complexity of motion practice; the nature and extent of Helios's counterclaims and defenses; the conduct of opposing counsel; the number of depositions required; the length and complexity of claim construction proceedings; the duration of trial; and any unforeseen developments in the Litigation.
The foregoing estimate does not include e-discovery vendor costs, which the Firm estimates separately at approximately $1,400,000 to $1,800,000 through trial, based on preliminary estimates of data volume and review requirements. E-discovery services are to be contracted directly by GenomeDx with Canfield Document Solutions LLC or such other vendor as GenomeDx may select, subject to coordination with C&H regarding search protocols, review workflows, and production specifications.
The foregoing estimate also does not include fees and costs for expert witnesses, including technical experts and damages experts, whose fees will depend on the identity of the experts selected, the scope of their engagement, and the time required for their analysis, report preparation, deposition testimony, and trial testimony. Expert witness fees will be passed through to GenomeDx at cost.
A preliminary litigation budget summary is enclosed herewith as Exhibit B. A more detailed phase-based litigation budget will be provided to GenomeDx within thirty (30) days of the commencement of this engagement, once the Firm has had the opportunity to conduct its initial case assessment. The Firm will provide quarterly budget-to-actual reports comparing actual expenditures to the estimated budget and will promptly notify GenomeDx if actual expenditures are trending to exceed the high end of the estimated range.
4.3 Disbursements and Costs
In addition to professional fees for legal services, GenomeDx will be responsible for the reimbursement of all out-of-pocket disbursements and costs incurred by the Firm in connection with this engagement. Such disbursements and costs include, but are not limited to:
(a) Court filing fees and service of process costs;
(b) Travel expenses, including airfare, hotel accommodations, meals, and ground transportation, incurred in connection with court appearances, depositions, client meetings, and other litigation-related travel, at reasonable, actual cost consistent with GenomeDx's travel policies as communicated to the Firm;
(c) Deposition transcript costs, including original and copy transcripts, real-time transcription services, and videography fees;
(d) Printing, copying, and document production costs, including costs associated with the preparation of exhibits and demonstrative materials for hearings, depositions, and trial;
(e) Courier, postage, and overnight delivery charges;
(f) Computerized legal research charges, including charges for Westlaw, Sundial Solutions, Pemberton Data Systems, Marlowe Solutions, and similar research platforms;
(g) Expert consultant and witness fees, which will be passed through to GenomeDx at cost without markup; and
(h) Any other reasonable out-of-pocket expenses directly related to the Matter.
Any individual disbursement expected to exceed $5,000 will be approved in advance by the designated client contact prior to the Firm incurring such expense. The Firm will use reasonable efforts to minimize disbursements and will seek competitive pricing for third-party services where practicable.
5. Billing and Payment Terms
5.1 Invoicing.  The Firm will issue monthly invoices to GenomeDx for professional fees and disbursements incurred during the preceding calendar month. Invoices will generally be issued within twenty (20) business days following the close of each calendar month.
Invoices will be sent electronically in PDF format to Victoria Sung at v.sung@genomedx.com and to such additional billing contacts as GenomeDx may designate in writing from time to time. If GenomeDx utilizes a third-party legal billing platform (such as Brightmoor Solutions, Brightwater Health IT, or Stonefield Data Systems), the Firm will cooperate with the submission of invoices through such platform, provided that GenomeDx provides reasonable onboarding support and lead time.
Each invoice will include reasonably detailed descriptions of the services rendered by each timekeeper during the billing period, the hours expended by each timekeeper, the applicable hourly rate, and an itemized listing of all disbursements and costs. Invoice descriptions will comply with applicable Uniform Task-Based Management System ("UTBMS") codes if so requested by GenomeDx.
5.2 Payment Terms
Payment of each invoice is due within thirty (30) days of the date of the invoice. Payments may be made by check, wire transfer, or ACH deposit to the account designated on each invoice.
Amounts not paid within thirty (30) days of the invoice date will accrue interest at the rate of 1.0% per month (equivalent to 12% per annum), or the maximum rate permitted by applicable law, whichever is less. Interest will accrue from the date payment was due until the date payment is received in full.
In the event of a billing dispute, GenomeDx will promptly notify the Billing Partner, Alan Ngo, in writing, specifying the nature of the dispute and the amounts in question. The parties will endeavor to resolve any such dispute in good faith within thirty (30) days of notification. During the pendency of any billing dispute, all undisputed amounts shall remain due and payable in accordance with the payment terms set forth herein, and the accrual of interest on undisputed amounts shall not be suspended.
5.3 Retainer.  No retainer deposit is required at the commencement of this engagement. The Firm reserves the right to request a retainer deposit in the event of a material change in circumstances, including a pattern of late payments or a material increase in the anticipated scope of the engagement, subject to reasonable advance notice to GenomeDx.
5.4 Insurance Coordination
C&H understands that GenomeDx maintains intellectual property enforcement insurance through Greystone Specialty Insurance Co. ("Greystone") under Policy No. GSI-IP-2024-07812, which provides coverage of up to $10,000,000 for offensive patent litigation costs, subject to a $2,500,000 deductible and an 80/20 co-insurance structure above the deductible (i.e., Greystone reimburses 80% of covered costs above the deductible, and GenomeDx is responsible for the remaining 20%).
GenomeDx is solely responsible for submitting invoices, supporting documentation, and any other materials required by Greystone in connection with claims for reimbursement under the Policy. C&H will cooperate with reasonable requests for information, documentation, and certifications necessary to support GenomeDx's coverage claims, including the provision of redacted invoices or fee summaries in a format acceptable to Greystone, provided that such cooperation does not require the Firm to waive any privilege or violate any duty of confidentiality owed to GenomeDx.
GenomeDx acknowledges and agrees that its payment obligations under this Engagement Letter are not conditioned on, contingent upon, or deferred by the status of insurance reimbursement from Greystone or any other insurer. GenomeDx remains directly and fully liable for all fees and costs incurred under this engagement, regardless of whether GenomeDx receives reimbursement from its insurer, and regardless of any dispute between GenomeDx and Greystone regarding coverage.
6. Client Responsibilities
GenomeDx agrees to cooperate fully with C&H in connection with this engagement, including by providing timely access to all documents, electronically stored information, data, and other materials relevant to the Litigation, and by making appropriate personnel available for interviews, consultation, witness preparation, and testimony.
GenomeDx will designate appropriate custodians for document preservation and production purposes and will implement and maintain a comprehensive litigation hold as directed by C&H. The litigation hold will encompass all categories of documents and ESI identified by C&H, including emails, instant messages, presentations, spreadsheets, research data, laboratory notebooks, regulatory submissions, marketing materials, financial records, and any other materials potentially relevant to the claims or defenses in the Litigation. GenomeDx will ensure that all custodians acknowledge receipt of the litigation hold notice and understand their obligation to preserve relevant materials.
GenomeDx will make its officers, employees, agents, and consultants reasonably available for witness preparation, depositions, trial testimony, and other litigation-related activities, including but not limited to the following individuals:
(a) Dr. Rajan Mehta, Chief Technology Officer;
(b) Dr. Kevin Ostrowski, Vice President, intellectual Property;
(c) Victoria Sung, General Counsel;
(d) Thomas Brennan, Chief Financial Officer; and
(e) Such other personnel as may be identified during the course of the Litigation as having relevant knowledge or being necessary witnesses.
GenomeDx will promptly advise C&H of any developments that may affect the Litigation or the Firm's representation, including but not limited to: any communications from or concerning Helios, including any settlement overtures, cease-and-desist letters, or threats of counterclaims; any third-party claims, inquiries, or proceedings relating to the Patents-in-Suit, including any challenges filed at the USPTO; any developments in pending regulatory matters that may affect the patents or the Accused Product; any material changes to GenomeDx's corporate structure, ownership, or capitalization; and any potential licensing discussions or transactions involving the Patents-in-Suit.
7. Conflicts of Interest
7.1 Conflict Check
C&H has conducted a comprehensive conflict of interest check in accordance with the California Rules of Professional Conduct (Rules 1.7 and 1.9) and applicable provisions of the American Bar Association Model Rules of Professional Conduct. Based on that review, the Firm confirms that, as of the date of this letter, C&H has identified no current client relationship with Helios Precision Diagnostics, Inc., and no current client relationship with Corinth Ventures Fund III, LP, which the Firm understands to be the majority institutional investor in Helios.
The Firm further confirms that C&H does not currently represent Pinnacle Biosciences Capital, LP or any of its affiliated funds or portfolio companies in any matter. This engagement is limited exclusively to the representation of Genome Dx Therapeutics Inc. and does not create an attorney-client relationship between C&H and any other entity.
7.2 Advance Waiver
GenomeDx acknowledges that C&H is a large, multi-practice law firm with offices in multiple jurisdictions and that C&H currently represents, and may in the future represent, other clients whose interests may be adverse to GenomeDx in matters that are wholly unrelated to this engagement.
GenomeDx hereby consents to C&H's continued and future representation of other clients in matters that are unrelated to this engagement, provided that such other matters do not involve: (i) the assertion of or defense against claims arising out of or relating to the Patents-in-Suit; (ii) the assertion of or defense against claims arising out of or relating to the Accused Product (the ProstaSignal™ Genomic Classifier); or (iii) the direct assertion of claims against GenomeDx by any client of C&H.
This advance waiver does not extend to any matter that is substantially related to the subject matter of this engagement or that would require the use or disclosure of GenomeDx's confidential information obtained during the course of this representation. GenomeDx's consent under this Section 7.2 is given after having had a reasonable opportunity to consider the risks and benefits of such consent, in accordance with California Rule of Professional Conduct 1.7.
7.3 Ongoing Duty
C&H will monitor for conflicts on an ongoing basis throughout the course of this engagement and will promptly notify GenomeDx if any actual or potential conflict of interest arises. In the event that an irreconcilable conflict is identified, the parties will confer in good faith regarding an appropriate resolution, which may include the implementation of an ethical wall, the limitation of C&H's representation in one or more matters, or, if necessary, the Firm's withdrawal from this engagement in accordance with Section 10.2 below.
8. Confidentiality
All information provided by GenomeDx to C&H in connection with this engagement, whether oral, written, or electronic, is and shall remain subject to the protections of the attorney-client privilege and/or the work-product doctrine, to the fullest extent recognized by applicable law. C&H acknowledges and agrees that the protection of GenomeDx's confidential and proprietary information, including trade secrets, business strategies, financial data, and technical information relating to GenomeDx's products and patent portfolio, is of paramount importance.
C&H will maintain the confidentiality of all client information in accordance with the California Rules of Professional Conduct, including Rule 1.6, and applicable federal rules and ethical standards. All attorneys, paralegals, staff, and other Firm personnel with access to GenomeDx's confidential information will be bound by the Firm's confidentiality policies and procedures.
C&H will not disclose client information to any third party without GenomeDx's prior written consent, except as required by law, court order, or the applicable rules of professional responsibility. In the event that C&H receives a subpoena, court order, or other compulsory process requiring the disclosure of GenomeDx's confidential information, C&H will, to the extent permitted by law, provide GenomeDx with prompt notice and a reasonable opportunity to seek protective relief.
Information shared with retained experts in connection with this engagement will be subject to appropriate confidentiality and non-disclosure agreements between GenomeDx and the expert (or the expert's institution, as applicable). Once entered by the court, the sharing of confidential information in the Litigation will also be governed by the terms of any stipulated protective order or other confidentiality order.
9. Document Retention
C&H will maintain the client file for this Matter, including all pleadings, correspondence, memoranda, research, work product, and related materials, in accordance with the Firm's document retention policies, which are consistent with applicable ethical rules and professional standards.
Upon conclusion of this engagement, whether by completion of the Matter, termination by GenomeDx, or withdrawal by C&H, original documents provided by GenomeDx will be returned to GenomeDx upon written request. The Firm will retain copies of such original documents, along with the Firm's own work product and internal files, consistent with the Firm's ethical obligations and document retention policy.
Electronic files and work product will be maintained for a period of no less than seven (7) years following the conclusion of the engagement, unless a longer retention period is required by applicable law, regulation, or court order. After the expiration of the retention period, the Firm may destroy or dispose of such files and work product without further notice to GenomeDx, unless GenomeDx has previously requested their return or preservation.
10. Termination
10.1 Client's Right to Terminate
GenomeDx may terminate this engagement at any time, with or without cause, upon written notice to the Firm directed to Catherine Bloom and Alan Ngo. Termination will be effective upon C&H's receipt of such written notice, subject to any obligations imposed by applicable court rules or orders regarding the timing and manner of withdrawal of counsel.
Upon termination, GenomeDx will remain responsible for the payment of all fees for services rendered and all costs and disbursements incurred through the effective date of termination, in accordance with the billing and payment terms set forth in Sections 4 and 5 of this Agreement.
10.2 Firm's Right to Withdraw
C&H may withdraw from this representation in accordance with the applicable California Rules of Professional Conduct and the Federal Rules of Civil Procedure, and, where required by court rules or orders, upon leave of the court having jurisdiction over the Litigation.
Circumstances that may give rise to the Firm's withdrawal from this engagement include, but are not limited to: persistent non-payment of fees and costs after reasonable notice and an opportunity to cure; GenomeDx's failure to cooperate with the Firm in a manner that materially impairs the Firm's ability to provide effective representation; the emergence of an irreconcilable conflict of interest that cannot be resolved through informed consent or other appropriate measures; or the existence of other circumstances that would make continued representation unreasonable or ethically impermissible.
C&H will provide GenomeDx with reasonable advance written notice of its intention to withdraw and will cooperate with GenomeDx in seeking to minimize any prejudice to GenomeDx's interests resulting from the Firm's withdrawal.
10.3 Transition.  Upon termination of this engagement by GenomeDx or withdrawal by C&H, the Firm will take all reasonable steps to protect GenomeDx's interests and to facilitate an orderly transition of the Matter to successor counsel designated by GenomeDx. Such steps will include, without limitation: the prompt transfer of the client file, including all pleadings, correspondence, discovery materials, and work product; cooperation with successor counsel in providing background information and case status updates; and compliance with any court orders regarding the substitution of counsel and the protection of litigation deadlines.
11. Limitation of Liability
To the fullest extent permitted by applicable law and consistent with applicable rules of professional conduct, C&H's aggregate liability to GenomeDx arising out of or relating to this engagement, whether based on contract, tort, breach of fiduciary duty, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by GenomeDx to C&H under this Engagement Letter. This limitation shall not apply in cases of the Firm's willful misconduct or gross negligence.
This limitation of liability applies to claims of any nature, including but not limited to claims for breach of contract, professional negligence (legal malpractice), breach of fiduciary duty, and any statutory claims. GenomeDx acknowledges that this limitation has been negotiated as part of the overall fee arrangement and reflects the allocation of risk between the parties.
Nothing in this Section 11 shall be construed to limit or modify GenomeDx's rights under applicable rules of professional conduct or to waive any non-waivable rights under applicable law.
12. 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 regard to its conflict of laws principles.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the Firm's representation of GenomeDx under this Agreement, including but not limited to disputes regarding fees, the scope of the engagement, or professional liability, shall be resolved by binding arbitration in San Francisco, California, administered under the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator who has experience in legal malpractice or attorney fee disputes. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
Each party shall bear its own attorneys' fees and costs in connection with any arbitration proceeding, unless the arbitrator determines that the circumstances warrant a different allocation. The existence and results of any arbitration proceeding shall be treated as confidential by both parties, except as required by applicable law or as necessary to enforce the arbitration award.
13. Miscellaneous Provisions
13.1 Entire Agreement
This Engagement Letter, together with its exhibits, constitutes the entire agreement between C&H and GenomeDx with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the Firm's engagement in connection with this Matter.
13.2 Amendments.  This Engagement Letter may be amended, modified, or supplemented only by a written instrument duly executed by an authorized representative of each party. No oral modification or waiver of any provision of this Agreement shall be effective.
13.3 Counterparts.  This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by electronic signature (including DocuSign or similar platforms) or by transmission of a signed copy via email in PDF format shall have the same force and effect as execution and delivery of an original signed copy.
13.4 No Assignment
Neither party may assign, delegate, or transfer its rights or obligations under this Engagement Letter without the prior written consent of the other party. Any attempted assignment in violation of this provision shall be null and void.
14. Acceptance and Execution
14.1 Acknowledgment.  We are enthusiastic about the opportunity to represent GenomeDx in this important matter and are confident in the strength of GenomeDx's patent portfolio and the merits of its infringement claims. If the foregoing terms are acceptable, we respectfully request that GenomeDx indicate its acceptance by having an authorized representative countersign this letter in the space provided below and return an executed copy to the Firm. An executed copy may be returned via email to catherine.bloom@calderwoodharkness.com or via overnight delivery to the address set forth in the Firm's letterhead.
If any of the terms set forth herein are not acceptable or if you would like to discuss any modifications, please do not hesitate to contact me so that we may address your concerns before proceeding. We want to ensure that the terms of our engagement are fully understood and agreeable to both parties before we commence work on the Matter.
We look forward to working with you and the entire GenomeDx team.
14.2 Calderwood & Harkness LLP
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Catherine Bloom
Title: Partner
Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, California 94105
Date: March 12, 2025
14.3 Acknowledgment and Acceptance by Genome Dx Therapeutics Inc.
The undersigned, being duly authorized to act on behalf of Genome Dx Therapeutics Inc., hereby acknowledges receipt of this Engagement Letter, confirms that she has read and understands the terms and conditions set forth herein, and agrees to be bound by such terms and conditions.
ACCEPTED AND AGREED:
GENOME DX THERAPEUTICS INC.
By: ________
Name: Victoria Sung
Title: General Counsel
Genome Dx Therapeutics Inc. 4750 Torrey Pines Road, Suite 300 San Diego, California 92130
Date: ________
Enclosures
The following exhibits are referenced in and form a part of this Engagement Letter:
Exhibit A: Calderwood & Harkness LLP 2025 Standard Rate Schedule (enclosed herewith)
Exhibit B: Preliminary Litigation Budget Summary (enclosed herewith; a detailed phase-based litigation budget will be provided separately in the Litigation Budget Memorandum within thirty (30) days of the commencement of this engagement)
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This Engagement Letter and all attachments hereto are confidential and are intended solely for the use of the addressee. If you have received this communication in error, please notify the sender immediately and destroy all copies.
Timekeeper | Position | Hourly Rate
Catherine Bloom | Partner | $1,350.00
Alan Ngo | Partner | $1,275.00
Peter Vassiliev | Lead Associate | $875.00
Wendy Schultz | Working Associate | $725.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED:

GENOME DX THERAPEUTICS INC.

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