1037-00004 · Solstice Biomedical Devices Ltd · Engagement & Client Administration

conflict-check-memo.docx DOCUMENT Litigation

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Marcus Delgado, Responsible Partner, intellectual Property, Calderwood & Harkness LLP

FROM: Christy Bauer, Lead Associate, intellectual Property, Calderwood & Harkness LLP

DATE: May 9, 2024

RE: Conflict Check Results — Proposed Representation of Solstice Biomedical Devices Ltd. in Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA (D. Del.)

MATTER NUMBER: 10294.0017

STATUS: CLEARED — No Conflicts Identified

1. Purpose of Memorandum

This memorandum documents the results of the firm's conflict of interest check conducted in connection with the proposed engagement to represent Solstice Biomedical Devices Ltd. ("Solstice" or "SBD"), an Irish private limited company registered with the Companies Registration Office under CRO No. 648217, and its U.S. operating subsidiary Solstice Biomedical, Inc., a Delaware corporation (EIN: 84-3291056), in the defense of a patent infringement action filed by Apex Surgical Innovations, Inc. ("Apex"), a Delaware corporation (EIN: 51-0483762), in the United States District Court for the District of Delaware. The action has been assigned Case No. 1:24-cv-00587-RGA and is before the Honorable Richard G. Andrews, United States District Judge.

The complaint in the above-captioned action was filed on May 9, 2024. It alleges infringement of three U.S. utility patents directed to surgical access and trocar technologies. Solstice's General Counsel, Eamon Rourke, contacted Marcus Delgado on the same day the complaint was filed to request that Calderwood & Harkness LLP undertake the defense of Solstice and its U.S. subsidiary in this matter. Given the urgency of the inquiry and the anticipated timeline for responsive pleadings, I was asked to conduct the conflict check on an expedited basis and to report the results as soon as practicable.

The proposed engagement team for this matter is as follows:

• Marcus Delgado — Responsible Partner, intellectual Property

• Catherine Bloom — Billing Partner, intellectual Property

• Christy Bauer — Lead Associate, intellectual Property

• Peter Vassiliev — Working Associate, intellectual Property

This memorandum sets forth the parties and affiliated entities searched, the methodology employed, the results of the search, the ethical rules considered, and the conclusion and clearance recommendation. It is intended to satisfy the firm's internal conflicts clearance requirements and to be retained in the matter file as a permanent record of the analysis performed.

2. Parties and Affiliated Entities Searched

In accordance with Calderwood & Harkness's conflicts clearance policies, the conflict check encompassed not only the proposed client and the adverse party but also all known affiliates, key individuals, opposing counsel, and related third parties with a material connection to the proposed engagement. The full list of entities and individuals searched is set forth below.

2.1 Proposed Client — Solstice Biomedical Devices Ltd. and Affiliates

Solstice Biomedical Devices Ltd. is an Irish private limited company registered at Unit 14, Clonskeagh Business Park, Clonskeagh Road, Dublin 14, D14 YF28, Ireland, under CRO No. 648217. The company was founded in 2011 and is engaged in the design, development, manufacture, and sale of minimally invasive surgical instruments and related medical devices. Solstice employs approximately 620 individuals worldwide across its operations in Ireland, the United States, and the United Kingdom. For the fiscal year ended December 31, 2023, Solstice reported unaudited consolidated revenue of approximately €187.4 million.

Solstice Biomedical, Inc. is the U.S. operating subsidiary of Solstice Biomedical Devices Ltd. It is a Delaware corporation with its principal place of business at 3800 Concord Pike, Suite 410, Wilmington, Delaware 19803. Solstice Biomedical, Inc. is the named defendant in the action and serves as the entity through which Solstice markets and distributes its products in the United States, including the "PrecisionEdge" surgical access platform that is the subject of the infringement allegations.

The following key individuals associated with Solstice were also searched in the firm's conflicts clearance system:

• Dr. Fiona Tierney — Chief Executive Officer, Solstice Biomedical Devices Ltd.

• Eamon Rourke — General Counsel, Solstice Biomedical Devices Ltd.

• Niamh Cassidy — Vice President, Regulatory & intellectual Property, Solstice Biomedical Devices Ltd.

• Brendan Molloy — Chief Financial Officer, Solstice Biomedical Devices Ltd.

2.2 Adverse Party — Apex Surgical Innovations, Inc.

Apex Surgical Innovations, Inc. is a Delaware corporation with its principal office at 1220 North Market Street, Suite 550, Wilmington, Delaware 19801. Apex was founded in 2006 and specializes in the development and commercialization of surgical access devices, trocar systems, and insufflation equipment for use in minimally invasive surgical procedures. The company employs approximately 1,100 individuals and reports estimated fiscal year 2023 revenue of approximately $312 million. Apex is the plaintiff in the above-captioned action and the owner by assignment of the three patents-in-suit.

The three U.S. patents asserted in the complaint are:

• U.S. Patent No. 9,814,237

• U.S. Patent No. 10,271,884

• U.S. Patent No. 10,932,105

The following key individuals associated with Apex were searched in the firm's conflicts clearance system:

• Gerald K. Whitford — Chief Executive Officer, Apex Surgical Innovations, Inc.

• Dr. Priya Chandrasekaran — Chief intellectual Property Officer, Apex Surgical Innovations, Inc.

• Martin Hale — General Counsel, Apex Surgical Innovations, Inc.

• Dr. Raymond Szabo — Vice President of Engineering, Apex Surgical Innovations, Inc., and a named inventor on each of the three asserted patents

2.3 Opposing Counsel — Hargrove, Tate & Bennington LLP

Hargrove, Tate & Bennington LLP ("HTB") is a Delaware-based law firm with offices at 900 North King Street, Suite 1200, Wilmington, Delaware 19801. HTB appears as counsel of record for Apex in the complaint. The individual attorneys identified from the complaint as representing Apex are:

• Victoria Stanton — Lead Partner, Patent Litigation, Hargrove, Tate & Bennington LLP

• Derek Loomis — Associate, Hargrove, Tate & Bennington LLP

A search was performed against the opposing counsel firm name and the individual attorneys to identify any current or former Calderwood & Harkness attorneys who may have a professional relationship, prior representation, or other connection involving HTB or its personnel that could give rise to a conflict of interest or the appearance thereof.

2.4 Related Third Parties Searched

In addition to the principal parties and opposing counsel, the following related third parties were identified as having a material connection to the proposed engagement and were included in the conflict check:

• Kendrick & Lau LLP — A Washington, D.C.-based intellectual property law firm that serves as Solstice's patent prosecution counsel. The lead partner on Solstice's patent prosecution matters is Dr. Jonathan Kendrick. Kendrick & Lau is expected to cooperate with Calderwood & Harkness in connection with prior art searches, prosecution history review, and freedom-to-operate opinions relevant to the defense.

• Halcyon Specialty Insurance Co. — Solstice's intellectual property litigation insurer, based in Hartford, Connecticut. The assigned claims adjuster is Sandra Keene. Solstice's coverage is provided under Policy No. HSI-IP-2023-04891. Halcyon's involvement in the engagement is expected to include funding of defense costs and participation in coverage-related decisions.

• Veridian Medical Technologies, Inc. — A medical technology company identified during preliminary research as a potential third-party prior art holder whose products and publications may be relevant to invalidity defenses.

• Glenmore & Byrne LLP — Solstice's external auditors, based in Dublin, Ireland.

• Creston Perry LLP — Apex's external auditors, based in Wilmington, Delaware.

Each of the foregoing entities and, where applicable, their key personnel were included in the conflict check to ensure comprehensive coverage of all potentially relevant relationships.

3. Conflict Check Methodology

3.1 Database Search

The conflict check was performed using Calderwood & Harkness's internal conflicts clearance system, which comprises the firm-wide client and matter database maintained by the Office of the General Counsel in conjunction with the New Business Intake Department. This system records all current and historical client engagements, adverse parties, related parties, and key individuals associated with each matter opened by the firm. The database is updated on a continuous basis as new matters are opened, existing matters are modified, and matters are closed.

All entities and individuals identified in Section 2 of this memorandum were searched against the firm's database. The searches were designed to capture both exact matches and partial or phonetic matches to account for alternate spellings, abbreviations, and variant name forms. Each search was conducted on May 9, 2024, and the results were reviewed and documented on the same date.

3.2 Search Terms and Variations

To ensure the broadest possible coverage, the following specific search terms and variations were used:

Entity Searches:

• "Solstice Biomedical Devices Ltd.," "Solstice Biomedical Devices," "SBD," "Solstice Biomedical," "Solstice Bio," "Solstice"

• "Apex Surgical Innovations, Inc.," "Apex Surgical Innovations," "Apex Surgical," "Apex Innovations," "Apex"

• "Hargrove, Tate & Bennington LLP," "Hargrove Tate Bennington," "Hargrove Tate," "HTB"

• "Kendrick & Lau LLP," "Kendrick Lau," "K&L" (noting disambiguation from other firms)

• "Halcyon Specialty Insurance Co.," "Halcyon Specialty," "Halcyon Insurance," "Halcyon"

• "Veridian Medical Technologies, Inc.," "Veridian Medical," "Veridian"

• "Glenmore & Byrne LLP," "Glenmore Byrne"

• "Creston Perry LLP," "Creston Perry"

Individual Searches:

• Tierney, Fiona; Rourke, Eamon; Cassidy, Niamh; Molloy, Brendan

• Whitford, Gerald; Chandrasekaran, Priya; Hale, Martin; Szabo, Raymond

• Stanton, Victoria; Loomis, Derek

• Kendrick, Jonathan; Keene, Sandra

Product Name Searches:

• "PrecisionEdge"

Numeric Identifier Searches:

• EIN: 84-3291056 (Solstice Biomedical, Inc.)

• EIN: 51-0483762 (Apex Surgical Innovations, Inc.)

• CRO No.: 648217 (Solstice Biomedical Devices Ltd.)

All search terms were run in both the "client/entity" and "individual/contact" fields of the database, and cross-referenced against the firm's financial system to identify any billing relationships or fee arrangements that might not appear in the matter database.

3.3 Scope of Review

The scope of the conflict check encompassed the following:

• Current Active Matters: All currently active client matters across all Calderwood & Harkness offices, including the firm's main office at 299 Park Avenue, 35th Floor, New York, New York 10171, and the Wilmington office at 1201 Market Street, Suite 2500, Wilmington, Delaware 19801, as well as all other domestic and international offices.

• Closed Matters: All matters closed within the preceding seven (7) years, consistent with the firm's standing conflicts review policy. This lookback period covers matters closed from May 2017 through the present.

• Lateral Hire Questionnaires: The questionnaires completed by all attorneys in the intellectual Property practice group who joined Calderwood & Harkness within the last three (3) years were reviewed. These questionnaires are designed to capture information about prior client relationships, adverse representations, and other matters handled at prior firms that could give rise to a conflict or imputed conflict at Calderwood & Harkness. Three lateral hires were identified within the IP group during this period, and their questionnaires were reviewed and cross-referenced against the parties in this matter.

• Attorney Personal Interest Disclosures: Consistent with firm policy, a circulation was made to each member of the proposed engagement team (Delgado, Bloom, Bauer, Vassiliev) requesting confirmation that no personal, financial, or familial relationship exists with any party, individual, or entity identified in Section 2.

4. Conflict Check Results

4.1 Solstice Biomedical Devices Ltd. / Solstice Biomedical, Inc.

No current or prior representation of Solstice Biomedical Devices Ltd., Solstice Biomedical, Inc., or any known affiliate of either entity was identified in the firm's records. The database search returned no matches — exact, partial, or phonetic — for any variation of the Solstice entity names, and no matches were found for any of the searched individual officers or executives of Solstice.

Solstice is a new client to Calderwood & Harkness. Accordingly, in addition to the conflict clearance documented herein, the firm's standard new client intake procedures must be completed prior to the commencement of the engagement. These procedures include, among other things, the preparation and execution of an engagement letter, completion of the new client information form, collection of anti-money-laundering ("AML") and know-your-client ("KYC") documentation as required by firm policy, and entry of the new client and matter into the firm's billing and conflicts systems. The engagement letter is targeted for preparation and transmittal to Eamon Rourke, General Counsel of Solstice, on May 10, 2024.

4.2 Apex Surgical Innovations, Inc.

No current or prior representation of Apex Surgical Innovations, Inc. or any known affiliate was identified in the firm's records. The database returned no matches for any variation of the Apex entity name, and no matter was identified in which Apex appeared as a client, counterparty, adverse party, interested party, or other participant.

Additionally, no financial or business relationship between any Calderwood & Harkness partner and Apex was identified. No Calderwood & Harkness attorney reported a personal, familial, or financial interest in Apex or its business that would create a conflict of interest or the appearance thereof.

4.3 Hargrove, Tate & Bennington LLP

No current matters were identified in which Calderwood & Harkness and Hargrove, Tate & Bennington LLP serve as co-counsel, and no current matters were identified in which the two firms appear on opposing sides of any litigation or transactional matter.

A review of closed matters within the seven-year lookback period revealed no prior matters involving HTB as opposing counsel on behalf of a client adverse to any current Calderwood & Harkness client. No patterns of co-counsel or adversarial engagement between the two firms were observed.

No former HTB attorneys are currently employed at Calderwood & Harkness in any capacity — as partners, associates, counsel, or staff. Similarly, no former Calderwood & Harkness attorneys were identified as currently employed at HTB. The lateral hire questionnaires reviewed for the three most recent IP group lateral hires did not disclose any prior employment at or professional relationship with HTB.

No conflicts were identified with respect to the individual opposing counsel attorneys, Victoria Stanton or Derek Loomis. Neither name produced a match in the firm's database as a client, adverse party, or contact.

4.4 Related Third Parties

Kendrick & Lau LLP: No conflicts were identified. The firm's database returned no matches for Kendrick & Lau LLP or Dr. Jonathan Kendrick. Kendrick & Lau serves as Solstice's patent prosecution counsel in a separate engagement and is expected to cooperate with Calderwood & Harkness in this matter in connection with prior art searches, prosecution file reviews, and freedom-to-operate opinions. The absence of any prior or current Calderwood & Harkness relationship with Kendrick & Lau eliminates any concern regarding overlapping duties of loyalty or confidentiality.

Halcyon Specialty Insurance Co.: The firm's database confirmed that Calderwood & Harkness has no current adverse representations against Halcyon Specialty Insurance Co. One prior matter was identified in the firm's insurance coverage practice group in which Halcyon appeared as a co-defendant insurer in a coverage dispute unrelated to the medical device or intellectual property sectors. That matter, designated as Matter No. 08741.0003 (In re Coverage Dispute — Halcyon Specialty / Atlantic Indemnity), was closed in 2021. The prior matter involved no adversity between Calderwood & Harkness and Halcyon — rather, Halcyon was a co-defendant alongside the firm's client insurer — and it presents no conflict with the proposed Solstice engagement. The subject matter, parties, and legal issues in the prior matter are entirely unrelated to the present case, and no confidential information obtained in the prior representation bears any relevance to the defense of the patent infringement action.

Veridian Medical Technologies, Inc.: No current or prior representation of Veridian Medical Technologies, Inc. was identified. The firm has not previously been engaged by or against Veridian in any capacity. No conflicts exist.

Glenmore & Byrne LLP: No conflicts were identified. The firm's database returned no matches for Glenmore & Byrne LLP.

Creston Perry LLP: No conflicts were identified. The firm's database returned no matches for Creston Perry LLP.

4.5 Individual Searches

No conflicts were identified for any of the named individuals associated with Solstice, Apex, Hargrove Tate & Bennington, or any of the related third parties. Specifically:

• None of the Solstice officers or executives (Dr. Fiona Tierney, Eamon Rourke, Niamh Cassidy, Brendan Molloy) appear in the firm's database as clients, contacts, adverse parties, or interested persons in any current or prior matter.

• None of the Apex officers, executives, or named inventors (Gerald K. Whitford, Dr. Priya Chandrasekaran, Martin Hale, Dr. Raymond Szabo) appear in the firm's database in any capacity.

• None of the opposing counsel attorneys (Victoria Stanton, Derek Loomis) appear in the firm's database.

• None of the third-party contacts (Dr. Jonathan Kendrick, Sandra Keene) appear in the firm's database.

Each member of the proposed engagement team (Marcus Delgado, Catherine Bloom, Christy Bauer, Peter Vassiliev) has confirmed that he or she has no personal, financial, familial, or other relationship with any of the identified individuals that would create a conflict of interest or the appearance of a conflict of interest.

5. Ethical Rules Considered

In conducting this conflict check and evaluating the results, the following ethical rules and professional conduct standards were considered:

New York Rules of Professional Conduct:

• Rule 1.7 (Conflict of Interest: Current Clients): A lawyer shall not represent a client if a reasonable lawyer would conclude that the representation will involve the lawyer in representing differing interests, or if there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. Because neither Solstice nor Apex is a current client of the firm, and because no member of the engagement team has any personal interest that would affect professional judgment, Rule 1.7 is not implicated.

• Rule 1.8 (Current Clients: Specific Conflict of Interest Rules): This rule addresses specific situations involving business transactions with clients, literary rights, financial assistance, and other particular conflict scenarios. No circumstances triggering any provision of Rule 1.8 were identified in connection with this engagement.

• Rule 1.9 (Duties to Former Clients): A lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. Because the firm has not previously represented Solstice, Apex, or any related entity, no former-client conflict arises under Rule 1.9.

• Rule 1.10 (Imputation of Conflicts of Interest): While lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9. The lateral hire questionnaire review confirmed that no imputed conflict exists by virtue of any attorney's prior firm associations.

Delaware Lawyers' Rules of Professional Conduct:

Because the matter is pending in the United States District Court for the District of Delaware, the Delaware Lawyers' Rules of Professional Conduct also govern the conduct of attorneys admitted or appearing in that jurisdiction. The Delaware rules contain provisions substantially identical to the New York rules cited above, under the same rule numbers (Rules 1.7, 1.8, 1.9, and 1.10). The analysis set forth above with respect to the New York rules applies with equal force under the Delaware rules.

Based on this analysis, no current-client conflict under Rule 1.7, no former-client conflict under Rule 1.9, and no imputed conflict under Rule 1.10 exists under either the New York or Delaware Rules of Professional Conduct. The firm is ethically permitted to undertake the proposed representation.

6. Conclusion and Clearance

Based on the comprehensive search and analysis documented in this memorandum, no conflicts of interest have been identified that would prevent Calderwood & Harkness LLP from undertaking the proposed representation of Solstice Biomedical Devices Ltd. and Solstice Biomedical, Inc. in the defense of Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA (D. Del.).

The searches encompassed all parties, affiliates, key individuals, opposing counsel, and related third parties using the firm's comprehensive conflicts clearance system, and the results were evaluated under the applicable provisions of both the New York and Delaware Rules of Professional Conduct. No current-client, former-client, or imputed conflicts were identified, and no personal interests of any member of the proposed engagement team give rise to a conflict or the appearance of a conflict.

The matter is cleared to proceed.

It is recommended that the engagement letter be prepared and transmitted to Eamon Rourke, General Counsel, Solstice Biomedical Devices Ltd., on May 10, 2024. New client intake procedures, including AML/KYC documentation and entry of the client and matter into the firm's billing system, should be completed concurrently. Upon execution of the engagement letter and completion of intake, the engagement team may commence substantive work on the defense.

7. Approval / Review

Prepared by:

________________________________________

Christy Bauer Lead Associate, intellectual Property Calderwood & Harkness LLP

Date: May 9, 2024

Reviewed and Approved by:

________________________________________

Marcus Delgado Responsible Partner, intellectual Property Calderwood & Harkness LLP Date of Clearance: May 9, 2024

8. Distribution

This memorandum is to be retained in the permanent matter file for Matter No. 10294.0017 in accordance with the firm's document retention policies.

Copies of this memorandum have been distributed as follows:

• Catherine Bloom, Billing Partner, intellectual Property, Calderwood & Harkness LLP — for engagement opening and billing setup purposes.

• Office of the General Counsel / Conflicts Committee, Calderwood & Harkness LLP — as required by firm policy for all new matter conflict clearance memoranda.

No further distribution of this memorandum is authorized without the prior approval of the Responsible Partner.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the attorney work product doctrine. It is intended solely for the internal use of Calderwood & Harkness LLP in connection with Matter No. 10294.0017. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Marcus Delgado, Responsible Partner, intellectual Property, Calderwood & Harkness LLP
FROM: Christy Bauer, Lead Associate, intellectual Property, Calderwood & Harkness LLP
DATE: May 9, 2024
RE: Conflict Check Results — Proposed Representation of Solstice Biomedical Devices Ltd. in Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA (D. Del.)
MATTER NUMBER: 10294.0017
STATUS: CLEARED — No Conflicts Identified
1. Purpose of Memorandum
This memorandum documents the results of the firm's conflict of interest check conducted in connection with the proposed engagement to represent Solstice Biomedical Devices Ltd. ("Solstice" or "SBD"), an Irish private limited company registered with the Companies Registration Office under CRO No. 648217, and its U.S. operating subsidiary Solstice Biomedical, Inc., a Delaware corporation (EIN: 84-3291056), in the defense of a patent infringement action filed by Apex Surgical Innovations, Inc. ("Apex"), a Delaware corporation (EIN: 51-0483762), in the United States District Court for the District of Delaware. The action has been assigned Case No. 1:24-cv-00587-RGA and is before the Honorable Richard G. Andrews, United States District Judge.
The complaint in the above-captioned action was filed on May 9, 2024. It alleges infringement of three U.S. utility patents directed to surgical access and trocar technologies. Solstice's General Counsel, Eamon Rourke, contacted Marcus Delgado on the same day the complaint was filed to request that Calderwood & Harkness LLP undertake the defense of Solstice and its U.S. subsidiary in this matter. Given the urgency of the inquiry and the anticipated timeline for responsive pleadings, I was asked to conduct the conflict check on an expedited basis and to report the results as soon as practicable.
The proposed engagement team for this matter is as follows:
•  Marcus Delgado — Responsible Partner, intellectual Property
•  Catherine Bloom — Billing Partner, intellectual Property
•  Christy Bauer — Lead Associate, intellectual Property
•  Peter Vassiliev — Working Associate, intellectual Property
This memorandum sets forth the parties and affiliated entities searched, the methodology employed, the results of the search, the ethical rules considered, and the conclusion and clearance recommendation. It is intended to satisfy the firm's internal conflicts clearance requirements and to be retained in the matter file as a permanent record of the analysis performed.
2. Parties and Affiliated Entities Searched
In accordance with Calderwood & Harkness's conflicts clearance policies, the conflict check encompassed not only the proposed client and the adverse party but also all known affiliates, key individuals, opposing counsel, and related third parties with a material connection to the proposed engagement. The full list of entities and individuals searched is set forth below.
2.1 Proposed Client — Solstice Biomedical Devices Ltd. and Affiliates
Solstice Biomedical Devices Ltd. is an Irish private limited company registered at Unit 14, Clonskeagh Business Park, Clonskeagh Road, Dublin 14, D14 YF28, Ireland, under CRO No. 648217. The company was founded in 2011 and is engaged in the design, development, manufacture, and sale of minimally invasive surgical instruments and related medical devices. Solstice employs approximately 620 individuals worldwide across its operations in Ireland, the United States, and the United Kingdom. For the fiscal year ended December 31, 2023, Solstice reported unaudited consolidated revenue of approximately €187.4 million.
Solstice Biomedical, Inc. is the U.S. operating subsidiary of Solstice Biomedical Devices Ltd. It is a Delaware corporation with its principal place of business at 3800 Concord Pike, Suite 410, Wilmington, Delaware 19803. Solstice Biomedical, Inc. is the named defendant in the action and serves as the entity through which Solstice markets and distributes its products in the United States, including the "PrecisionEdge" surgical access platform that is the subject of the infringement allegations.
The following key individuals associated with Solstice were also searched in the firm's conflicts clearance system:
•  Dr. Fiona Tierney — Chief Executive Officer, Solstice Biomedical Devices Ltd.
•  Eamon Rourke — General Counsel, Solstice Biomedical Devices Ltd.
•  Niamh Cassidy — Vice President, Regulatory & intellectual Property, Solstice Biomedical Devices Ltd.
•  Brendan Molloy — Chief Financial Officer, Solstice Biomedical Devices Ltd.
2.2 Adverse Party — Apex Surgical Innovations, Inc.
Apex Surgical Innovations, Inc. is a Delaware corporation with its principal office at 1220 North Market Street, Suite 550, Wilmington, Delaware 19801. Apex was founded in 2006 and specializes in the development and commercialization of surgical access devices, trocar systems, and insufflation equipment for use in minimally invasive surgical procedures. The company employs approximately 1,100 individuals and reports estimated fiscal year 2023 revenue of approximately $312 million. Apex is the plaintiff in the above-captioned action and the owner by assignment of the three patents-in-suit.
The three U.S. patents asserted in the complaint are:
•  U.S. Patent No. 9,814,237
•  U.S. Patent No. 10,271,884
•  U.S. Patent No. 10,932,105
The following key individuals associated with Apex were searched in the firm's conflicts clearance system:
•  Gerald K. Whitford — Chief Executive Officer, Apex Surgical Innovations, Inc.
•  Dr. Priya Chandrasekaran — Chief intellectual Property Officer, Apex Surgical Innovations, Inc.
•  Martin Hale — General Counsel, Apex Surgical Innovations, Inc.
•  Dr. Raymond Szabo — Vice President of Engineering, Apex Surgical Innovations, Inc., and a named inventor on each of the three asserted patents
2.3 Opposing Counsel — Hargrove, Tate & Bennington LLP
Hargrove, Tate & Bennington LLP ("HTB") is a Delaware-based law firm with offices at 900 North King Street, Suite 1200, Wilmington, Delaware 19801. HTB appears as counsel of record for Apex in the complaint. The individual attorneys identified from the complaint as representing Apex are:
•  Victoria Stanton — Lead Partner, Patent Litigation, Hargrove, Tate & Bennington LLP
•  Derek Loomis — Associate, Hargrove, Tate & Bennington LLP
A search was performed against the opposing counsel firm name and the individual attorneys to identify any current or former Calderwood & Harkness attorneys who may have a professional relationship, prior representation, or other connection involving HTB or its personnel that could give rise to a conflict of interest or the appearance thereof.
2.4 Related Third Parties Searched
In addition to the principal parties and opposing counsel, the following related third parties were identified as having a material connection to the proposed engagement and were included in the conflict check:
•  Kendrick & Lau LLP — A Washington, D.C.-based intellectual property law firm that serves as Solstice's patent prosecution counsel. The lead partner on Solstice's patent prosecution matters is Dr. Jonathan Kendrick. Kendrick & Lau is expected to cooperate with Calderwood & Harkness in connection with prior art searches, prosecution history review, and freedom-to-operate opinions relevant to the defense.
•  Halcyon Specialty Insurance Co. — Solstice's intellectual property litigation insurer, based in Hartford, Connecticut. The assigned claims adjuster is Sandra Keene. Solstice's coverage is provided under Policy No. HSI-IP-2023-04891. Halcyon's involvement in the engagement is expected to include funding of defense costs and participation in coverage-related decisions.
•  Veridian Medical Technologies, Inc. — A medical technology company identified during preliminary research as a potential third-party prior art holder whose products and publications may be relevant to invalidity defenses.
•  Glenmore & Byrne LLP — Solstice's external auditors, based in Dublin, Ireland.
•  Creston Perry LLP — Apex's external auditors, based in Wilmington, Delaware.
Each of the foregoing entities and, where applicable, their key personnel were included in the conflict check to ensure comprehensive coverage of all potentially relevant relationships.
3. Conflict Check Methodology
3.1 Database Search
The conflict check was performed using Calderwood & Harkness's internal conflicts clearance system, which comprises the firm-wide client and matter database maintained by the Office of the General Counsel in conjunction with the New Business Intake Department. This system records all current and historical client engagements, adverse parties, related parties, and key individuals associated with each matter opened by the firm. The database is updated on a continuous basis as new matters are opened, existing matters are modified, and matters are closed.
All entities and individuals identified in Section 2 of this memorandum were searched against the firm's database. The searches were designed to capture both exact matches and partial or phonetic matches to account for alternate spellings, abbreviations, and variant name forms. Each search was conducted on May 9, 2024, and the results were reviewed and documented on the same date.
3.2 Search Terms and Variations
To ensure the broadest possible coverage, the following specific search terms and variations were used:
Entity Searches:
•  "Solstice Biomedical Devices Ltd.," "Solstice Biomedical Devices," "SBD," "Solstice Biomedical," "Solstice Bio," "Solstice"
•  "Apex Surgical Innovations, Inc.," "Apex Surgical Innovations," "Apex Surgical," "Apex Innovations," "Apex"
•  "Hargrove, Tate & Bennington LLP," "Hargrove Tate Bennington," "Hargrove Tate," "HTB"
•  "Kendrick & Lau LLP," "Kendrick Lau," "K&L" (noting disambiguation from other firms)
•  "Halcyon Specialty Insurance Co.," "Halcyon Specialty," "Halcyon Insurance," "Halcyon"
•  "Veridian Medical Technologies, Inc.," "Veridian Medical," "Veridian"
•  "Glenmore & Byrne LLP," "Glenmore Byrne"
•  "Creston Perry LLP," "Creston Perry"
Individual Searches:
•  Tierney, Fiona; Rourke, Eamon; Cassidy, Niamh; Molloy, Brendan
•  Whitford, Gerald; Chandrasekaran, Priya; Hale, Martin; Szabo, Raymond
•  Stanton, Victoria; Loomis, Derek
•  Kendrick, Jonathan; Keene, Sandra
Product Name Searches:
•  "PrecisionEdge"
Numeric Identifier Searches:
•  EIN: 84-3291056 (Solstice Biomedical, Inc.)
•  EIN: 51-0483762 (Apex Surgical Innovations, Inc.)
•  CRO No.: 648217 (Solstice Biomedical Devices Ltd.)
All search terms were run in both the "client/entity" and "individual/contact" fields of the database, and cross-referenced against the firm's financial system to identify any billing relationships or fee arrangements that might not appear in the matter database.
3.3 Scope of Review
The scope of the conflict check encompassed the following:
•  Current Active Matters: All currently active client matters across all Calderwood & Harkness offices, including the firm's main office at 299 Park Avenue, 35th Floor, New York, New York 10171, and the Wilmington office at 1201 Market Street, Suite 2500, Wilmington, Delaware 19801, as well as all other domestic and international offices.
•  Closed Matters: All matters closed within the preceding seven (7) years, consistent with the firm's standing conflicts review policy. This lookback period covers matters closed from May 2017 through the present.
•  Lateral Hire Questionnaires: The questionnaires completed by all attorneys in the intellectual Property practice group who joined Calderwood & Harkness within the last three (3) years were reviewed. These questionnaires are designed to capture information about prior client relationships, adverse representations, and other matters handled at prior firms that could give rise to a conflict or imputed conflict at Calderwood & Harkness. Three lateral hires were identified within the IP group during this period, and their questionnaires were reviewed and cross-referenced against the parties in this matter.
•  Attorney Personal Interest Disclosures: Consistent with firm policy, a circulation was made to each member of the proposed engagement team (Delgado, Bloom, Bauer, Vassiliev) requesting confirmation that no personal, financial, or familial relationship exists with any party, individual, or entity identified in Section 2.
4. Conflict Check Results
4.1 Solstice Biomedical Devices Ltd. / Solstice Biomedical, Inc.
No current or prior representation of Solstice Biomedical Devices Ltd., Solstice Biomedical, Inc., or any known affiliate of either entity was identified in the firm's records. The database search returned no matches — exact, partial, or phonetic — for any variation of the Solstice entity names, and no matches were found for any of the searched individual officers or executives of Solstice.
Solstice is a new client to Calderwood & Harkness. Accordingly, in addition to the conflict clearance documented herein, the firm's standard new client intake procedures must be completed prior to the commencement of the engagement. These procedures include, among other things, the preparation and execution of an engagement letter, completion of the new client information form, collection of anti-money-laundering ("AML") and know-your-client ("KYC") documentation as required by firm policy, and entry of the new client and matter into the firm's billing and conflicts systems. The engagement letter is targeted for preparation and transmittal to Eamon Rourke, General Counsel of Solstice, on May 10, 2024.
4.2 Apex Surgical Innovations, Inc.
No current or prior representation of Apex Surgical Innovations, Inc. or any known affiliate was identified in the firm's records. The database returned no matches for any variation of the Apex entity name, and no matter was identified in which Apex appeared as a client, counterparty, adverse party, interested party, or other participant.
Additionally, no financial or business relationship between any Calderwood & Harkness partner and Apex was identified. No Calderwood & Harkness attorney reported a personal, familial, or financial interest in Apex or its business that would create a conflict of interest or the appearance thereof.
4.3 Hargrove, Tate & Bennington LLP
No current matters were identified in which Calderwood & Harkness and Hargrove, Tate & Bennington LLP serve as co-counsel, and no current matters were identified in which the two firms appear on opposing sides of any litigation or transactional matter.
A review of closed matters within the seven-year lookback period revealed no prior matters involving HTB as opposing counsel on behalf of a client adverse to any current Calderwood & Harkness client. No patterns of co-counsel or adversarial engagement between the two firms were observed.
No former HTB attorneys are currently employed at Calderwood & Harkness in any capacity — as partners, associates, counsel, or staff. Similarly, no former Calderwood & Harkness attorneys were identified as currently employed at HTB. The lateral hire questionnaires reviewed for the three most recent IP group lateral hires did not disclose any prior employment at or professional relationship with HTB.
No conflicts were identified with respect to the individual opposing counsel attorneys, Victoria Stanton or Derek Loomis. Neither name produced a match in the firm's database as a client, adverse party, or contact.
4.4 Related Third Parties
Kendrick & Lau LLP: No conflicts were identified. The firm's database returned no matches for Kendrick & Lau LLP or Dr. Jonathan Kendrick. Kendrick & Lau serves as Solstice's patent prosecution counsel in a separate engagement and is expected to cooperate with Calderwood & Harkness in this matter in connection with prior art searches, prosecution file reviews, and freedom-to-operate opinions. The absence of any prior or current Calderwood & Harkness relationship with Kendrick & Lau eliminates any concern regarding overlapping duties of loyalty or confidentiality.
Halcyon Specialty Insurance Co.: The firm's database confirmed that Calderwood & Harkness has no current adverse representations against Halcyon Specialty Insurance Co. One prior matter was identified in the firm's insurance coverage practice group in which Halcyon appeared as a co-defendant insurer in a coverage dispute unrelated to the medical device or intellectual property sectors. That matter, designated as Matter No. 08741.0003 (In re Coverage Dispute — Halcyon Specialty / Atlantic Indemnity), was closed in 2021. The prior matter involved no adversity between Calderwood & Harkness and Halcyon — rather, Halcyon was a co-defendant alongside the firm's client insurer — and it presents no conflict with the proposed Solstice engagement. The subject matter, parties, and legal issues in the prior matter are entirely unrelated to the present case, and no confidential information obtained in the prior representation bears any relevance to the defense of the patent infringement action.
Veridian Medical Technologies, Inc.: No current or prior representation of Veridian Medical Technologies, Inc. was identified. The firm has not previously been engaged by or against Veridian in any capacity. No conflicts exist.
Glenmore & Byrne LLP: No conflicts were identified. The firm's database returned no matches for Glenmore & Byrne LLP.
Creston Perry LLP: No conflicts were identified. The firm's database returned no matches for Creston Perry LLP.
4.5 Individual Searches
No conflicts were identified for any of the named individuals associated with Solstice, Apex, Hargrove Tate & Bennington, or any of the related third parties. Specifically:
•  None of the Solstice officers or executives (Dr. Fiona Tierney, Eamon Rourke, Niamh Cassidy, Brendan Molloy) appear in the firm's database as clients, contacts, adverse parties, or interested persons in any current or prior matter.
•  None of the Apex officers, executives, or named inventors (Gerald K. Whitford, Dr. Priya Chandrasekaran, Martin Hale, Dr. Raymond Szabo) appear in the firm's database in any capacity.
•  None of the opposing counsel attorneys (Victoria Stanton, Derek Loomis) appear in the firm's database.
•  None of the third-party contacts (Dr. Jonathan Kendrick, Sandra Keene) appear in the firm's database.
Each member of the proposed engagement team (Marcus Delgado, Catherine Bloom, Christy Bauer, Peter Vassiliev) has confirmed that he or she has no personal, financial, familial, or other relationship with any of the identified individuals that would create a conflict of interest or the appearance of a conflict of interest.
5. Ethical Rules Considered
In conducting this conflict check and evaluating the results, the following ethical rules and professional conduct standards were considered:
New York Rules of Professional Conduct:
•  Rule 1.7 (Conflict of Interest: Current Clients): A lawyer shall not represent a client if a reasonable lawyer would conclude that the representation will involve the lawyer in representing differing interests, or if there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. Because neither Solstice nor Apex is a current client of the firm, and because no member of the engagement team has any personal interest that would affect professional judgment, Rule 1.7 is not implicated.
•  Rule 1.8 (Current Clients: Specific Conflict of Interest Rules): This rule addresses specific situations involving business transactions with clients, literary rights, financial assistance, and other particular conflict scenarios. No circumstances triggering any provision of Rule 1.8 were identified in connection with this engagement.
•  Rule 1.9 (Duties to Former Clients): A lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. Because the firm has not previously represented Solstice, Apex, or any related entity, no former-client conflict arises under Rule 1.9.
•  Rule 1.10 (Imputation of Conflicts of Interest): While lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9. The lateral hire questionnaire review confirmed that no imputed conflict exists by virtue of any attorney's prior firm associations.
Delaware Lawyers' Rules of Professional Conduct:
Because the matter is pending in the United States District Court for the District of Delaware, the Delaware Lawyers' Rules of Professional Conduct also govern the conduct of attorneys admitted or appearing in that jurisdiction. The Delaware rules contain provisions substantially identical to the New York rules cited above, under the same rule numbers (Rules 1.7, 1.8, 1.9, and 1.10). The analysis set forth above with respect to the New York rules applies with equal force under the Delaware rules.
Based on this analysis, no current-client conflict under Rule 1.7, no former-client conflict under Rule 1.9, and no imputed conflict under Rule 1.10 exists under either the New York or Delaware Rules of Professional Conduct. The firm is ethically permitted to undertake the proposed representation.
6. Conclusion and Clearance
Based on the comprehensive search and analysis documented in this memorandum, no conflicts of interest have been identified that would prevent Calderwood & Harkness LLP from undertaking the proposed representation of Solstice Biomedical Devices Ltd. and Solstice Biomedical, Inc. in the defense of Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA (D. Del.).
The searches encompassed all parties, affiliates, key individuals, opposing counsel, and related third parties using the firm's comprehensive conflicts clearance system, and the results were evaluated under the applicable provisions of both the New York and Delaware Rules of Professional Conduct. No current-client, former-client, or imputed conflicts were identified, and no personal interests of any member of the proposed engagement team give rise to a conflict or the appearance of a conflict.
The matter is cleared to proceed.
It is recommended that the engagement letter be prepared and transmitted to Eamon Rourke, General Counsel, Solstice Biomedical Devices Ltd., on May 10, 2024. New client intake procedures, including AML/KYC documentation and entry of the client and matter into the firm's billing system, should be completed concurrently. Upon execution of the engagement letter and completion of intake, the engagement team may commence substantive work on the defense.
7. Approval / Review
Prepared by:
________________________________________
Christy Bauer Lead Associate, intellectual Property Calderwood & Harkness LLP
Date: May 9, 2024
Reviewed and Approved by:
________________________________________
Marcus Delgado Responsible Partner, intellectual Property Calderwood & Harkness LLP Date of Clearance: May 9, 2024
8. Distribution
This memorandum is to be retained in the permanent matter file for Matter No. 10294.0017 in accordance with the firm's document retention policies.
Copies of this memorandum have been distributed as follows:
•  Catherine Bloom, Billing Partner, intellectual Property, Calderwood & Harkness LLP — for engagement opening and billing setup purposes.
•  Office of the General Counsel / Conflicts Committee, Calderwood & Harkness LLP — as required by firm policy for all new matter conflict clearance memoranda.
No further distribution of this memorandum is authorized without the prior approval of the Responsible Partner.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the attorney work product doctrine. It is intended solely for the internal use of Calderwood & Harkness LLP in connection with Matter No. 10294.0017. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.

MEMORANDUM

MATTER NUMBER: 10294.0017

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