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

engagement-letter-sbd.docx DOCUMENT Litigation

29 / 75 ← → ✕

CALDERWOOD & HARKNESS LLP Attorneys at Law

1201 Market Street, Suite 2500 Wilmington, Delaware 19801 Telephone: (302) 555-7400	Facsimile: (302) 555-7401
299 Park Avenue, 35th Floor New York, New York 10171 Telephone: (212) 555-3200	Facsimile: (212) 555-3201

www.calderwoodharkness.com

May 10, 2024

VIA EMAIL AND U.S. MAIL

Eamon Rourke, Esq. General Counsel Solstice Biomedical Devices Ltd. Unit 14, Clonskeagh Business Park Clonskeagh Road Dublin 14, D14 YF28 Ireland

Re: Engagement of Calderwood & Harkness LLP — Defense of Patent Infringement Action Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc. Case No. 1:24-cv-00587-RGA United States District Court for the District of Delaware Our Matter No.: 10294.0017

Dear Mr. Rourke:

1. Introduction and Purpose

Thank you for selecting Calderwood & Harkness LLP ("the Firm," "we," or "us") to represent Solstice Biomedical Devices Ltd. and its wholly-owned United States subsidiary, Solstice Biomedical, Inc. (EIN: 84-3291056), a Delaware corporation with principal offices at 3800 Concord Pike, Suite 410, Wilmington, Delaware 19803, in connection with the above-referenced matter. We are pleased to undertake this representation and look forward to working with you and your colleagues at Solstice.

The purpose of this letter is to set forth the terms and conditions of our engagement, including the scope of our representation, our fee structure, billing and payment procedures, and the respective responsibilities of the Firm and the client. We ask that you review this letter carefully and, if the terms are acceptable, execute and return a copy to us in accordance with Section 15 below.

As you are aware, on May 9, 2024, Apex Surgical Innovations, Inc. ("Apex") filed a Complaint for Patent Infringement against Solstice Biomedical, Inc. in the United States District Court for the District of Delaware, Case No. 1:24-cv-00587-RGA (the "Action"). The Action has been assigned to Chief Judge Richard G. Andrews. We understand that Solstice Biomedical, Inc. was served with the Summons and Complaint via its registered agent, Pemberton Industries, in Wilmington, Delaware, on May 23, 2024, and that the deadline for filing a responsive pleading is therefore June 13, 2024, absent any extension. We will promptly evaluate the need for an extension of time to respond and will consult with you regarding the same.

2. Client Identification

For purposes of this engagement, the "Client" is Solstice Biomedical Devices Ltd., an Irish private limited company registered with the Companies Registration Office under CRO No. 648217, together with its wholly-owned U.S. subsidiary, Solstice Biomedical, Inc., a Delaware corporation (EIN: 84-3291056). Our representation extends to Solstice Biomedical, Inc. as the named defendant in the Action, and to Solstice Biomedical Devices Ltd. as its parent company and the entity ultimately responsible for the direction and management of the defense.

This engagement does not extend to any other affiliates, subsidiaries, joint ventures, licensees, distributors, or related entities of Solstice Biomedical Devices Ltd. or Solstice Biomedical, Inc., unless and until a separate written engagement agreement is executed between the Firm and any such entity. Should the scope of the litigation or any related proceedings implicate other corporate affiliates, we will notify you promptly and discuss the terms of any expanded representation.

Eamon Rourke, General Counsel of Solstice Biomedical Devices Ltd., shall serve as the primary client contact for all legal matters, strategic decisions, and communications relating to this engagement. Unless otherwise directed in writing by Mr. Rourke, all substantive communications from the Firm regarding the Action will be directed to Mr. Rourke's attention at the address and email on file with the Firm.

3. Scope of Representation

The Firm's representation in this engagement shall encompass the defense of Solstice Biomedical, Inc. in the patent infringement action styled Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA, pending before Chief Judge Richard G. Andrews in the United States District Court for the District of Delaware.

Underlying Claims. In its Complaint, Apex alleges that Solstice's PrecisionEdge™ line of laparoscopic trocar assemblies — specifically, the PE-5000 Series, the PE-12000 Series, and the PE-15000 Series — infringes three Apex utility patents:

(a) U.S. Patent No. 9,814,237 (the "'237 Patent"), entitled "Locking Seal Assembly for Minimally Invasive Surgical Access Device," issued November 14, 2017;

(b) U.S. Patent No. 10,271,884 (the "'884 Patent"), entitled "Retractable Blade Deployment Mechanism for Trocar Systems," issued April 30, 2019; and

(c) U.S. Patent No. 10,932,105 (the "'105 Patent"), entitled "Integrated Insufflation Valve and Seal for Laparoscopic Trocar," issued March 2, 2021.

Apex asserts claims of direct infringement and indirect infringement (both induced and contributory) under 35 U.S.C. §§ 271(a), (b), and (c), and seeks injunctive relief, compensatory damages including lost profits and reasonable royalties, enhanced damages for alleged willful infringement, and attorneys' fees.

Included Within Scope. Our representation includes the following aspects of the defense of the Action:

(i) Preparation and filing of all responsive pleadings, including the Answer to the Complaint, affirmative defenses, and any counterclaims;

(ii) Assertion of affirmative defenses, including but not limited to non-infringement, invalidity of the asserted patents under 35 U.S.C. §§ 102 (anticipation) and 103 (obviousness), unenforceability due to inequitable conduct, prosecution history estoppel, claim limitations not met under the doctrine of equivalents, and any other applicable defenses identified through investigation;

(iii) Assertion of counterclaims for declaratory judgment of non-infringement and invalidity of the '237, '884, and '105 Patents;

(iv) All phases of fact and expert discovery, including service and response to interrogatories, requests for production of documents, requests for admission, depositions of fact and expert witnesses, third-party discovery, and management and coordination of electronic discovery;

(v) Claim construction proceedings, including preparation of claim construction briefs, tutorials, and appearances at any Markman hearing before the Court;

(vi) Engagement and coordination of technical experts and damages experts on behalf of Solstice, subject to prior client approval as set forth in Section 5.3 below;

(vii) Preparation and argument of dispositive motions, including motions for summary judgment of non-infringement and invalidity, as well as opposition to any dispositive motions filed by Apex;

(viii) Trial preparation, including witness preparation, preparation of trial exhibits and demonstratives, jury instructions, pretrial motions and filings, and all aspects of trial presentation;

(ix) Trial of the Action before the Court and jury (or bench trial, as applicable);

(x) Post-trial motions, including motions for judgment as a matter of law, motions for new trial, and motions regarding damages and fees;

(xi) Settlement negotiations, mediation, and related documentation, if authorized by the Client; and

(xii) Compliance with all scheduling orders, local rules of the United States District Court for the District of Delaware, and the Default Standard for discovery, Including discovery of Electronically Stored Information.

Excluded From Scope. The following matters are expressly excluded from the scope of this engagement:

(i) Patent prosecution, including the preparation, filing, or management of any patent applications, continuations, reissues, reexaminations, or inter partes review (IPR) proceedings before the United States Patent and Trademark Office. We understand that Solstice has separately engaged Kendrick & Lau LLP, of Washington, D.C., for patent prosecution and prior art search and freedom-to-operate ("FTO") support. We will coordinate with Kendrick & Lau as necessary and appropriate, with the Client's authorization, to ensure consistency of positions and to leverage their prior art work product in support of invalidity defenses in this Action;

(ii) Freedom-to-operate analyses, design-around counseling, and product clearance opinions, which fall outside the scope of the litigation defense;

(iii) Regulatory matters, including FDA submissions, 510(k) clearances, or compliance with medical device regulations, which we understand are handled internally by Solstice's Regulatory & IP team under Niamh Cassidy;

(iv) Any appellate proceedings arising from the Action, including appeals to the United States Court of Appeals for the Federal Circuit or petitions for certiorari to the United States Supreme Court. Appellate representation would require the execution of a separate engagement letter with terms to be agreed upon at that time;

(v) Any antitrust, trade regulation, tax, employment, corporate, or other regulatory advice, unless specifically requested by the Client and agreed to by the Firm in a separate written agreement; and

(vi) Representation in any parallel proceedings, including inter partes reviews, post-grant reviews, or ex parte reexaminations before the U.S. Patent and Trademark Office, unless separately agreed in writing.

If at any point during the course of this engagement, matters arise that fall outside the defined scope and that the Client wishes the Firm to address, we will discuss the terms of any expanded engagement at that time and confirm the same in writing.

4. Staffing and Engagement Team

The following attorneys have been assigned to this matter and will serve as the core engagement team:

Marcus Delgado, Partner — Intellectual Property Litigation. Mr. Delgado will serve as the Engagement Partner with overall responsibility for the strategic direction and management of this matter. He will be the primary relationship partner for communications with Solstice's senior leadership and will oversee all significant filings, appearances, and litigation decisions. Mr. Delgado brings over twenty-five years of experience in patent litigation in the District of Delaware and other federal courts, with particular expertise in medical device and life sciences patent disputes.

Catherine Bloom, Partner — Intellectual Property Litigation. Ms. Bloom will serve as the Billing Partner for this engagement, with responsibility for overseeing all billing, budgeting, and fee-related matters. In addition, Ms. Bloom will provide substantive counsel on IP litigation strategy, including claim construction and invalidity defense strategy. Ms. Bloom has extensive experience in complex patent litigation and has tried numerous cases in the District of Delaware.

Christy Bauer, Senior Associate — Intellectual Property Litigation. Ms. Bauer will serve as the Lead Associate on this matter and will be responsible for the day-to-day management of all aspects of the litigation, including discovery management, motion drafting, expert coordination, and trial preparation. Ms. Bauer will serve as the primary point of contact for routine litigation matters and will work closely with Solstice's internal team on document collection, witness identification, and technical issues.

Peter Vassiliev, Associate — Intellectual Property Litigation. Mr. Vassiliev will support all phases of the litigation, including document review, legal research, motion drafting, and deposition preparation. Mr. Vassiliev has experience in patent cases involving medical devices and electromechanical technologies and will play a key role in the analysis of the asserted patent claims and prior art.

We anticipate that additional attorneys, paralegals, and litigation support specialists may be assigned to the matter from time to time as the needs of the case require. We will inform you of any material changes in staffing, including the addition of any new partner-level attorneys or the departure of any member of the core engagement team. Additionally, the Firm may engage specialized technical consultants or testifying experts on behalf of the Client to assist with claim construction, infringement and invalidity analysis, and damages assessment. Any such engagement involving a financial commitment exceeding $25,000 will require the prior written approval of the Client, as further described in Section 5.3 below.

5. Billing Rates and Fee Structure

5.1 Current Standard Hourly Rates (2024–2025)

The Firm's services in this matter will be billed on an hourly basis at the following standard rates, which are applicable for work performed during the calendar year 2024 and, unless adjusted in accordance with Section 5.2 below, through December 31, 2025:

A complete schedule of the Firm's standard hourly rates for paralegals and litigation support specialists is available upon request. Paralegal and litigation support rates vary based on the level of experience and specialization of the individual assigned.

All time will be recorded and billed in increments of one-tenth of an hour (six-minute increments). Each invoice entry will identify the timekeeper, a description of the services performed, the time expended, and the applicable hourly rate.

5.2 Rate Adjustments

The Firm's standard hourly rates are subject to periodic adjustment, typically effective January 1 of each calendar year, to reflect changes in the Firm's cost of operations and market conditions. The Client will be notified in writing of any rate adjustments at least thirty (30) days in advance of the effective date of the change. Continued use of the Firm's services following the effective date of any rate adjustment shall constitute the Client's acceptance of the revised rates. In the event the Client does not wish to accept revised rates, the Client may terminate this engagement in accordance with Section 12 below.

5.3 Costs and Disbursements

In addition to professional fees, the Client is responsible for the reimbursement of all reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with this representation. Such costs and disbursements may include, without limitation:

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

(b) Fees for process servers and special couriers;

(c) Travel expenses reasonably incurred in connection with the litigation, including airfare (coach or business class for international travel), hotel accommodations, ground transportation, and meals;

(d) Deposition expenses, including court reporter fees, videography charges, transcript costs, and conference room rentals;

(e) Expert witness fees and costs, including retainer fees, hourly charges for consultation and testimony preparation, travel expenses, and report preparation costs;

(f) Electronic discovery vendor charges, including data collection, processing, hosting, review platform licensing, and production costs;

(g) Document reproduction and printing charges;

(h) Messenger and delivery services, including overnight courier charges;

(i) Computerized legal research charges (Westmark Data Systems, Calderon Systems, Pemberton Data Systems, and other research databases);

(j) Demonstrative exhibit preparation, trial technology, and courtroom presentation costs; and

(k) Any other costs reasonably and necessarily incurred in connection with the representation.

We wish to draw your attention to the fact that expert witness fees and electronic discovery vendor charges may constitute a very significant portion of the overall costs of this litigation. Patent infringement cases of this complexity and scope routinely involve substantial expert fees — typically for both technical and damages experts — and significant e-discovery expenditures, given the volume of electronically stored information typically at issue.

We anticipate engaging DataVault Litigation Solutions, LLC as the primary e-discovery vendor for this matter, based on the Firm's experience with DataVault's capabilities in patent litigation and its competitive pricing. We will provide you with DataVault's proposed scope of work and cost estimates for your review and approval before any engagement is finalized. Similarly, we will identify and recommend technical and damages experts for your consideration and will not retain any expert whose anticipated fees exceed $25,000 without your prior written approval. For vendor or expert commitments of $25,000 or less, we will use our professional judgment consistent with reasonable and customary practice, though we will keep you informed of all such engagements.

6. Billing and Payment Terms

6.1 Invoicing. The Firm will issue invoices on a monthly basis, generally within fifteen (15) business days following the close of each calendar month, for professional fees earned and costs advanced during the preceding month. Each invoice will include reasonably detailed descriptions of the services rendered, identification of the timekeeper performing each task, the number of hours worked, the applicable hourly rate, and a summary of all costs and disbursements incurred.

All invoices will be sent to the attention of Eamon Rourke, General Counsel, and Brendan Molloy, Chief Financial Officer, at the mailing and email addresses on file with the Firm. All invoices will reference the Firm's Matter No. 10294.0017, and the Client should reference this matter number in all correspondence and remittances relating to invoices.

6.2 Payment Terms

Payment of all invoices is due within thirty (30) days of the date of the invoice. Payment may be made by wire transfer, ACH, or check, in accordance with the remittance instructions provided on each invoice. All payments shall be made in United States dollars.

The Firm reserves the right to charge interest on any past-due balance at the rate of one percent (1.0%) per month (12% per annum), or the maximum rate permitted by applicable law, whichever is less, calculated from the date such payment was originally due. Interest will accrue without the need for additional notice or demand.

In the event the Client disputes any item on an invoice, the Client shall notify the Firm in writing within fifteen (15) days of receipt of the invoice, specifying the nature and basis of the dispute with reasonable particularity. The undisputed portion of any invoice shall remain due and payable within the original thirty-day payment period. The Firm and the Client shall work in good faith to resolve any billing disputes promptly.

6.3 Retainer. No retainer or advance deposit is required at this time. The Firm reserves the right to request a retainer or advance deposit at any time during the course of the engagement should circumstances warrant, including but not limited to situations involving significant anticipated costs (such as trial preparation and trial), changes in the Client's financial condition, or extended periods of overdue invoices. Any retainer or advance deposit received will be held in the Firm's client trust account in accordance with applicable rules of professional conduct and will be applied against fees and costs as they are incurred, or returned to the Client upon conclusion of the matter, as appropriate.

7. Insurance Coverage Coordination

We understand and acknowledge that Solstice Biomedical Devices Ltd. maintains an intellectual property litigation insurance policy with Halcyon Specialty Insurance Co. under Policy No. HSI-IP-2023-04891 (the "Policy"). Based on the information you have provided, the Policy provides coverage for patent infringement defense costs with limits of liability of Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate, subject to a self-insured retention ("SIR") of Two Hundred Fifty Thousand Dollars ($250,000).

The Firm will coordinate with Halcyon Specialty Insurance Co.'s designated claims adjuster, Sandra Keene, regarding all coverage, billing submission, and reporting obligations under the Policy. We anticipate sending an Insurance Coverage Notification Letter to Halcyon on or before May 13, 2024, providing formal notice of the Action and the claim for coverage. We will provide you with a copy of this notification for your records.

In accordance with the Policy terms, the Firm will submit invoices to Halcyon for reimbursement of covered defense fees and costs. The Client understands and acknowledges, however, that the Client remains ultimately and unconditionally responsible for the payment of all fees and costs incurred by the Firm in connection with this engagement, regardless of whether Halcyon reimburses such fees and costs under the Policy, and regardless of whether Halcyon issues any reservation of rights, denial of coverage, or partial reimbursement. The Firm's fee arrangement is with the Client, and the existence of insurance coverage does not alter or diminish the Client's obligations under this engagement letter.

Based on our preliminary review of the Policy and discussions with your office, we understand that the insurance coverage is expected to cover defense fees and costs but may not cover settlement payments or judgments, and that coverage remains subject to Halcyon's reservation of rights and the terms and conditions of the Policy. We recommend that the Client review the Policy carefully with its insurance broker and consider whether separate coverage counsel should be retained to monitor Halcyon's coverage position. The Firm can recommend experienced coverage counsel if that would be helpful.

8. Conflicts of Interest

Prior to accepting this engagement, the Firm conducted a comprehensive conflicts of interest check in accordance with its standard procedures and the applicable rules of professional conduct. The results of this check are documented in the Firm's internal Conflict Check Memorandum dated May 9, 2024.

The conflicts check encompassed, among others, the following parties and individuals:

(a) Apex Surgical Innovations, Inc., the plaintiff in the Action;

(b) Hargrove, Tate & Bennington LLP, counsel for Apex, including Victoria Stanton, the lead partner on the matter;

(d) Dr. Priya Chandrasekaran, Chief intellectual Property Officer of Apex;

(e) Martin Hale, General Counsel of Apex;

(f) Dr. Raymond Szabo, the named inventor on all three asserted patents (the '237, '884, and '105 Patents); and

(g) Other individuals and entities identified in connection with publicly available information regarding the parties and the asserted patents.

Based on this review, we have identified no conflicts of interest that would preclude the Firm from undertaking this representation under the applicable rules of professional conduct, including Rules 1.7, 1.9, and 1.10 of the Delaware Lawyers' Rules of Professional Conduct.

We ask that the Client promptly notify the Firm of any changes in Solstice Biomedical Devices Ltd.'s corporate affiliates, subsidiaries, joint ventures, investors, or other related entities that might affect the Firm's conflicts analysis. The Firm's obligation to conduct conflicts screening is ongoing throughout the engagement, and we will promptly advise you if any conflict or potential conflict arises during the course of our representation.

9. Confidentiality and Privilege

All information and communications provided by the Client to the Firm in connection with this engagement are protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm will maintain the confidentiality of all client information in accordance with its professional and ethical obligations under the applicable rules of professional conduct, including Rule 1.6 of the Delaware Lawyers' Rules of Professional Conduct.

We recommend that the Client mark all confidential business information, trade secrets, and proprietary technical data with appropriate confidentiality legends before transmitting such materials to the Firm. All substantive communications regarding the litigation and the matters at issue in this engagement should be directed through the General Counsel's office or, where appropriate, through designated members of the Solstice internal team who have been identified as part of the privileged communication group for this matter. Care should be taken to avoid inadvertent disclosure of privileged communications to third parties, including non-privileged employees, consultants, or business partners, which could result in a waiver of the attorney-client privilege.

In connection with the preservation of relevant evidence, we will be issuing a Litigation Hold Notice on or about May 11, 2024, which will be directed to key Solstice personnel and departments with custody, control, or access to documents and electronically stored information potentially relevant to the Action. We will work with your internal team, including Niamh Cassidy and your IT department, to ensure that the litigation hold is properly implemented and maintained throughout the pendency of the Action. Compliance with the litigation hold is critically important to avoid potential sanctions, adverse inference instructions, or other consequences that may arise from the spoliation or destruction of relevant evidence.

10. Client Responsibilities

The success of our defense in this matter will depend in significant part on the Client's full and timely cooperation with the Firm. The Client agrees to the following responsibilities in connection with this engagement:

(a) Document and Information Access. The Client will provide the Firm with timely access to all relevant documents, data, electronically stored information, prototypes, technical drawings, specifications, and other materials in the Client's possession, custody, or control that are relevant to the Action or reasonably likely to lead to the discovery of admissible evidence.

(b) Personnel Access. The Client will make its officers, employees, engineers, scientists, and other personnel reasonably available for interviews, witness preparation sessions, depositions, and trial testimony as needed throughout the course of the litigation. Key Solstice personnel expected to be involved include:

(i) Niamh Cassidy, VP, Regulatory & IP — for technical and patent-related matters, including the design, development, and operation of the PrecisionEdge™ product line, and for coordination with Kendrick & Lau LLP on prior art and FTO matters;

(ii) Brendan Molloy, CFO — for financial data, sales information, margin analyses, and other materials relevant to damages calculations and any damages-related discovery; and

(iii) Dr. Fiona Tierney, CEO — for strategic decisions regarding the overall direction of the defense and any potential settlement or resolution discussions.

(c) Prompt Responsiveness. The Client will respond promptly to the Firm's requests for information, documents, and decision-making, particularly in connection with court-imposed deadlines and discovery obligations. Patent litigation in the District of Delaware proceeds on an expedited schedule, and delays in providing requested information can have serious consequences for the defense.

(d) Notification of Communications. The Client will promptly notify the Firm of any communications received from opposing counsel, the Court, any third party, or any government agency relating to the litigation or the subject matter of the Action, including but not limited to service of any subpoenas, discovery requests, or court orders directed to the Client or its personnel.

(e) Settlement Authority. The Firm will not settle, compromise, or otherwise resolve any claim in the Action without the express written authorization of the Client. All significant litigation decisions — including decisions regarding dispositive motions, claim construction positions, trial strategy, and settlement — will be made in consultation with the General Counsel and, as appropriate, with the CEO and other senior leadership of Solstice.

11. Document Retention

The Firm will maintain all files, documents, work product, and correspondence relating to this matter in accordance with its standard document retention policy. Client documents provided to the Firm, whether in original or copy form, will be maintained securely and will be accessible to the Client upon reasonable request during the pendency of the engagement.

Upon conclusion of this matter — whether by final judgment, settlement, dismissal, or termination of the engagement — the Firm will consult with the Client regarding the disposition of original documents, client property, and Firm work product files. Original client documents and property will be returned to the Client upon request. The Firm may retain copies of its own work product and correspondence as part of its permanent files, subject to the Firm's ongoing confidentiality obligations.

The Client is encouraged to retrieve all original documents and materials provided to the Firm within a reasonable period following the conclusion of the matter. If the Client does not request the return of materials within the time specified in the Firm's document retention policy, the Firm reserves the right to dispose of such materials in a secure and confidential manner, after providing reasonable advance notice to the Client.

12. Termination of Engagement

Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party, subject to the Firm's obligations under applicable rules of professional conduct, including the obligation to obtain leave of the Court to withdraw from the representation if the Firm has entered an appearance in the Action.

In the event of termination by either party:

(a) The Client remains responsible for the payment of all fees and costs incurred by the Firm through the effective date of termination, and any outstanding invoices shall be payable in accordance with the terms of this engagement letter;

(b) The Firm will take all reasonable steps necessary to protect the Client's interests during any transition period, including cooperating in the orderly transfer of files and information to successor counsel designated by the Client; and

(c) The Firm will comply with all applicable rules regarding the return of client property and files as described in Section 11 above.

Termination of this engagement shall not affect the parties' respective rights and obligations that accrued prior to the effective date of termination, including the Client's obligation to pay all fees and costs incurred through such date and the Firm's ongoing obligations of confidentiality.

13. Limitation of Engagement

This engagement is expressly limited to the matter described in Section 3 of this letter. The Firm does not undertake to represent the Client in any other matter, proceeding, or transaction unless separately agreed to in writing by the Firm and the Client. The Firm's representation of the Client in this matter does not create an attorney-client relationship with respect to any other matter, nor does it obligate the Firm to monitor or advise the Client with respect to legal developments outside the scope of this engagement.

This engagement letter supersedes any and all prior oral or written understandings, discussions, or agreements between the Firm and the Client regarding the scope, terms, and conditions of this engagement. Any modifications or amendments to this engagement letter must be in writing and signed by both the Firm and the Client.

14. Governing Law and Dispute Resolution

This engagement letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws principles.

In the event of any dispute arising out of or relating to this engagement letter or the Firm's representation of the Client hereunder, the parties agree to first attempt to resolve the dispute through good-faith negotiation between senior representatives of the Firm and the Client. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may submit the dispute to confidential mediation administered by JAMS in New York, New York. If mediation does not result in a resolution within sixty (60) days of the commencement of the mediation process, either party may submit the dispute to binding arbitration administered by JAMS in New York, New York, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

15. Acceptance

We are enthusiastic about the opportunity to represent Solstice in this important matter, and we are confident in the strength of the defenses available. We look forward to a productive and collaborative working relationship.

If the terms and conditions set forth in this engagement letter are acceptable, please indicate Solstice's agreement by having an authorized representative sign and date this letter in the space provided below and return an executed copy to the undersigned. The engagement shall be deemed effective as of the date of this letter — May 10, 2024 — upon execution by both parties.

If you have any questions regarding the terms of this letter or any other aspect of the engagement, please do not hesitate to contact me directly at (302) 555-7412 or mdelgado@calderwoodharkness.com. We are at your disposal.

With best regards,

CALDERWOOD & HARKNESS LLP

By: ________

Marcus Delgado, Partner Intellectual Property Litigation

Date: ________

By: ________

Catherine Bloom, Partner Intellectual Property Litigation

Date: ________

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Solstice Biomedical Devices Ltd. and Solstice Biomedical, Inc., hereby acknowledges receipt of this engagement letter, confirms that he has reviewed the terms and conditions set forth herein, and agrees to be bound by such terms and conditions on behalf of the Client.

SOLSTICE BIOMEDICAL DEVICES LTD.

By: ________

Name: Eamon Rourke

Title: General Counsel

Date: ________

16. Enclosures

The following documents are enclosed with this engagement letter for your reference and records:

1. Firm Privacy Notice

2. Standard Terms and Conditions of Engagement

3. IRS Form W-9 (Request for Taxpayer Identification Number and Certification) — for Halcyon Specialty Insurance Co. reimbursement purposes

cc: (via email)

Dr. Fiona Tierney, Chief Executive Officer, Solstice Biomedical Devices Ltd. Brendan Molloy, Chief Financial Officer, Solstice Biomedical Devices Ltd. Niamh Cassidy, Vice President, Regulatory & IP, Solstice Biomedical Devices Ltd. Catherine Bloom, Partner, Calderwood & Harkness LLP

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION This engagement letter and all attachments hereto contain confidential information intended solely for the use of the named addressee(s). If you are not the intended recipient, please notify the sender immediately and destroy all copies of this document.

Timekeeper	Classification	Hourly Rate
Marcus Delgado	Partner	$1,250.00
Catherine Bloom	Partner	$1,250.00
Christy Bauer	Senior Associate	$875.00
Peter Vassiliev	Associate	$725.00
Paralegals and Litigation Support Specialists	Staff	$350.00 – $450.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
1201 Market Street, Suite 2500 Wilmington, Delaware 19801 Telephone: (302) 555-7400 | Facsimile: (302) 555-7401
299 Park Avenue, 35th Floor New York, New York 10171 Telephone: (212) 555-3200 | Facsimile: (212) 555-3201
www.calderwoodharkness.com
May 10, 2024
VIA EMAIL AND U.S. MAIL
Eamon Rourke, Esq. General Counsel Solstice Biomedical Devices Ltd. Unit 14, Clonskeagh Business Park Clonskeagh Road Dublin 14, D14 YF28 Ireland
Re: Engagement of Calderwood & Harkness LLP — Defense of Patent Infringement Action Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc. Case No. 1:24-cv-00587-RGA United States District Court for the District of Delaware Our Matter No.: 10294.0017
Dear Mr. Rourke:
1. Introduction and Purpose
Thank you for selecting Calderwood & Harkness LLP ("the Firm," "we," or "us") to represent Solstice Biomedical Devices Ltd. and its wholly-owned United States subsidiary, Solstice Biomedical, Inc. (EIN: 84-3291056), a Delaware corporation with principal offices at 3800 Concord Pike, Suite 410, Wilmington, Delaware 19803, in connection with the above-referenced matter. We are pleased to undertake this representation and look forward to working with you and your colleagues at Solstice.
The purpose of this letter is to set forth the terms and conditions of our engagement, including the scope of our representation, our fee structure, billing and payment procedures, and the respective responsibilities of the Firm and the client. We ask that you review this letter carefully and, if the terms are acceptable, execute and return a copy to us in accordance with Section 15 below.
As you are aware, on May 9, 2024, Apex Surgical Innovations, Inc. ("Apex") filed a Complaint for Patent Infringement against Solstice Biomedical, Inc. in the United States District Court for the District of Delaware, Case No. 1:24-cv-00587-RGA (the "Action"). The Action has been assigned to Chief Judge Richard G. Andrews. We understand that Solstice Biomedical, Inc. was served with the Summons and Complaint via its registered agent, Pemberton Industries, in Wilmington, Delaware, on May 23, 2024, and that the deadline for filing a responsive pleading is therefore June 13, 2024, absent any extension. We will promptly evaluate the need for an extension of time to respond and will consult with you regarding the same.
2. Client Identification
For purposes of this engagement, the "Client" is Solstice Biomedical Devices Ltd., an Irish private limited company registered with the Companies Registration Office under CRO No. 648217, together with its wholly-owned U.S. subsidiary, Solstice Biomedical, Inc., a Delaware corporation (EIN: 84-3291056). Our representation extends to Solstice Biomedical, Inc. as the named defendant in the Action, and to Solstice Biomedical Devices Ltd. as its parent company and the entity ultimately responsible for the direction and management of the defense.
This engagement does not extend to any other affiliates, subsidiaries, joint ventures, licensees, distributors, or related entities of Solstice Biomedical Devices Ltd. or Solstice Biomedical, Inc., unless and until a separate written engagement agreement is executed between the Firm and any such entity. Should the scope of the litigation or any related proceedings implicate other corporate affiliates, we will notify you promptly and discuss the terms of any expanded representation.
Eamon Rourke, General Counsel of Solstice Biomedical Devices Ltd., shall serve as the primary client contact for all legal matters, strategic decisions, and communications relating to this engagement. Unless otherwise directed in writing by Mr. Rourke, all substantive communications from the Firm regarding the Action will be directed to Mr. Rourke's attention at the address and email on file with the Firm.
3. Scope of Representation
The Firm's representation in this engagement shall encompass the defense of Solstice Biomedical, Inc. in the patent infringement action styled Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA, pending before Chief Judge Richard G. Andrews in the United States District Court for the District of Delaware.
Underlying Claims. In its Complaint, Apex alleges that Solstice's PrecisionEdge™ line of laparoscopic trocar assemblies — specifically, the PE-5000 Series, the PE-12000 Series, and the PE-15000 Series — infringes three Apex utility patents:
(a) U.S. Patent No. 9,814,237 (the "'237 Patent"), entitled "Locking Seal Assembly for Minimally Invasive Surgical Access Device," issued November 14, 2017;
(b) U.S. Patent No. 10,271,884 (the "'884 Patent"), entitled "Retractable Blade Deployment Mechanism for Trocar Systems," issued April 30, 2019; and
(c) U.S. Patent No. 10,932,105 (the "'105 Patent"), entitled "Integrated Insufflation Valve and Seal for Laparoscopic Trocar," issued March 2, 2021.
Apex asserts claims of direct infringement and indirect infringement (both induced and contributory) under 35 U.S.C. §§ 271(a), (b), and (c), and seeks injunctive relief, compensatory damages including lost profits and reasonable royalties, enhanced damages for alleged willful infringement, and attorneys' fees.
Included Within Scope. Our representation includes the following aspects of the defense of the Action:
(i) Preparation and filing of all responsive pleadings, including the Answer to the Complaint, affirmative defenses, and any counterclaims;
(ii) Assertion of affirmative defenses, including but not limited to non-infringement, invalidity of the asserted patents under 35 U.S.C. §§ 102 (anticipation) and 103 (obviousness), unenforceability due to inequitable conduct, prosecution history estoppel, claim limitations not met under the doctrine of equivalents, and any other applicable defenses identified through investigation;
(iii) Assertion of counterclaims for declaratory judgment of non-infringement and invalidity of the '237, '884, and '105 Patents;
(iv) All phases of fact and expert discovery, including service and response to interrogatories, requests for production of documents, requests for admission, depositions of fact and expert witnesses, third-party discovery, and management and coordination of electronic discovery;
(v) Claim construction proceedings, including preparation of claim construction briefs, tutorials, and appearances at any Markman hearing before the Court;
(vi) Engagement and coordination of technical experts and damages experts on behalf of Solstice, subject to prior client approval as set forth in Section 5.3 below;
(vii) Preparation and argument of dispositive motions, including motions for summary judgment of non-infringement and invalidity, as well as opposition to any dispositive motions filed by Apex;
(viii) Trial preparation, including witness preparation, preparation of trial exhibits and demonstratives, jury instructions, pretrial motions and filings, and all aspects of trial presentation;
(ix) Trial of the Action before the Court and jury (or bench trial, as applicable);
(x) Post-trial motions, including motions for judgment as a matter of law, motions for new trial, and motions regarding damages and fees;
(xi) Settlement negotiations, mediation, and related documentation, if authorized by the Client; and
(xii) Compliance with all scheduling orders, local rules of the United States District Court for the District of Delaware, and the Default Standard for discovery, Including discovery of Electronically Stored Information.
Excluded From Scope. The following matters are expressly excluded from the scope of this engagement:
(i) Patent prosecution, including the preparation, filing, or management of any patent applications, continuations, reissues, reexaminations, or inter partes review (IPR) proceedings before the United States Patent and Trademark Office. We understand that Solstice has separately engaged Kendrick & Lau LLP, of Washington, D.C., for patent prosecution and prior art search and freedom-to-operate ("FTO") support. We will coordinate with Kendrick & Lau as necessary and appropriate, with the Client's authorization, to ensure consistency of positions and to leverage their prior art work product in support of invalidity defenses in this Action;
(ii) Freedom-to-operate analyses, design-around counseling, and product clearance opinions, which fall outside the scope of the litigation defense;
(iii) Regulatory matters, including FDA submissions, 510(k) clearances, or compliance with medical device regulations, which we understand are handled internally by Solstice's Regulatory & IP team under Niamh Cassidy;
(iv) Any appellate proceedings arising from the Action, including appeals to the United States Court of Appeals for the Federal Circuit or petitions for certiorari to the United States Supreme Court. Appellate representation would require the execution of a separate engagement letter with terms to be agreed upon at that time;
(v) Any antitrust, trade regulation, tax, employment, corporate, or other regulatory advice, unless specifically requested by the Client and agreed to by the Firm in a separate written agreement; and
(vi) Representation in any parallel proceedings, including inter partes reviews, post-grant reviews, or ex parte reexaminations before the U.S. Patent and Trademark Office, unless separately agreed in writing.
If at any point during the course of this engagement, matters arise that fall outside the defined scope and that the Client wishes the Firm to address, we will discuss the terms of any expanded engagement at that time and confirm the same in writing.
4. Staffing and Engagement Team
The following attorneys have been assigned to this matter and will serve as the core engagement team:
Marcus Delgado, Partner — Intellectual Property Litigation. Mr. Delgado will serve as the Engagement Partner with overall responsibility for the strategic direction and management of this matter. He will be the primary relationship partner for communications with Solstice's senior leadership and will oversee all significant filings, appearances, and litigation decisions. Mr. Delgado brings over twenty-five years of experience in patent litigation in the District of Delaware and other federal courts, with particular expertise in medical device and life sciences patent disputes.
Catherine Bloom, Partner — Intellectual Property Litigation. Ms. Bloom will serve as the Billing Partner for this engagement, with responsibility for overseeing all billing, budgeting, and fee-related matters. In addition, Ms. Bloom will provide substantive counsel on IP litigation strategy, including claim construction and invalidity defense strategy. Ms. Bloom has extensive experience in complex patent litigation and has tried numerous cases in the District of Delaware.
Christy Bauer, Senior Associate — Intellectual Property Litigation. Ms. Bauer will serve as the Lead Associate on this matter and will be responsible for the day-to-day management of all aspects of the litigation, including discovery management, motion drafting, expert coordination, and trial preparation. Ms. Bauer will serve as the primary point of contact for routine litigation matters and will work closely with Solstice's internal team on document collection, witness identification, and technical issues.
Peter Vassiliev, Associate — Intellectual Property Litigation. Mr. Vassiliev will support all phases of the litigation, including document review, legal research, motion drafting, and deposition preparation. Mr. Vassiliev has experience in patent cases involving medical devices and electromechanical technologies and will play a key role in the analysis of the asserted patent claims and prior art.
We anticipate that additional attorneys, paralegals, and litigation support specialists may be assigned to the matter from time to time as the needs of the case require. We will inform you of any material changes in staffing, including the addition of any new partner-level attorneys or the departure of any member of the core engagement team. Additionally, the Firm may engage specialized technical consultants or testifying experts on behalf of the Client to assist with claim construction, infringement and invalidity analysis, and damages assessment. Any such engagement involving a financial commitment exceeding $25,000 will require the prior written approval of the Client, as further described in Section 5.3 below.
5. Billing Rates and Fee Structure
5.1 Current Standard Hourly Rates (2024–2025)
The Firm's services in this matter will be billed on an hourly basis at the following standard rates, which are applicable for work performed during the calendar year 2024 and, unless adjusted in accordance with Section 5.2 below, through December 31, 2025:
A complete schedule of the Firm's standard hourly rates for paralegals and litigation support specialists is available upon request. Paralegal and litigation support rates vary based on the level of experience and specialization of the individual assigned.
All time will be recorded and billed in increments of one-tenth of an hour (six-minute increments). Each invoice entry will identify the timekeeper, a description of the services performed, the time expended, and the applicable hourly rate.
5.2 Rate Adjustments
The Firm's standard hourly rates are subject to periodic adjustment, typically effective January 1 of each calendar year, to reflect changes in the Firm's cost of operations and market conditions. The Client will be notified in writing of any rate adjustments at least thirty (30) days in advance of the effective date of the change. Continued use of the Firm's services following the effective date of any rate adjustment shall constitute the Client's acceptance of the revised rates. In the event the Client does not wish to accept revised rates, the Client may terminate this engagement in accordance with Section 12 below.
5.3 Costs and Disbursements
In addition to professional fees, the Client is responsible for the reimbursement of all reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with this representation. Such costs and disbursements may include, without limitation:
(a) Court filing fees and service of process charges;
(b) Fees for process servers and special couriers;
(c) Travel expenses reasonably incurred in connection with the litigation, including airfare (coach or business class for international travel), hotel accommodations, ground transportation, and meals;
(d) Deposition expenses, including court reporter fees, videography charges, transcript costs, and conference room rentals;
(e) Expert witness fees and costs, including retainer fees, hourly charges for consultation and testimony preparation, travel expenses, and report preparation costs;
(f) Electronic discovery vendor charges, including data collection, processing, hosting, review platform licensing, and production costs;
(g) Document reproduction and printing charges;
(h) Messenger and delivery services, including overnight courier charges;
(i) Computerized legal research charges (Westmark Data Systems, Calderon Systems, Pemberton Data Systems, and other research databases);
(j) Demonstrative exhibit preparation, trial technology, and courtroom presentation costs; and
(k) Any other costs reasonably and necessarily incurred in connection with the representation.
We wish to draw your attention to the fact that expert witness fees and electronic discovery vendor charges may constitute a very significant portion of the overall costs of this litigation. Patent infringement cases of this complexity and scope routinely involve substantial expert fees — typically for both technical and damages experts — and significant e-discovery expenditures, given the volume of electronically stored information typically at issue.
We anticipate engaging DataVault Litigation Solutions, LLC as the primary e-discovery vendor for this matter, based on the Firm's experience with DataVault's capabilities in patent litigation and its competitive pricing. We will provide you with DataVault's proposed scope of work and cost estimates for your review and approval before any engagement is finalized. Similarly, we will identify and recommend technical and damages experts for your consideration and will not retain any expert whose anticipated fees exceed $25,000 without your prior written approval. For vendor or expert commitments of $25,000 or less, we will use our professional judgment consistent with reasonable and customary practice, though we will keep you informed of all such engagements.
6. Billing and Payment Terms
6.1 Invoicing.  The Firm will issue invoices on a monthly basis, generally within fifteen (15) business days following the close of each calendar month, for professional fees earned and costs advanced during the preceding month. Each invoice will include reasonably detailed descriptions of the services rendered, identification of the timekeeper performing each task, the number of hours worked, the applicable hourly rate, and a summary of all costs and disbursements incurred.
All invoices will be sent to the attention of Eamon Rourke, General Counsel, and Brendan Molloy, Chief Financial Officer, at the mailing and email addresses on file with the Firm. All invoices will reference the Firm's Matter No. 10294.0017, and the Client should reference this matter number in all correspondence and remittances relating to invoices.
6.2 Payment Terms
Payment of all invoices is due within thirty (30) days of the date of the invoice. Payment may be made by wire transfer, ACH, or check, in accordance with the remittance instructions provided on each invoice. All payments shall be made in United States dollars.
The Firm reserves the right to charge interest on any past-due balance at the rate of one percent (1.0%) per month (12% per annum), or the maximum rate permitted by applicable law, whichever is less, calculated from the date such payment was originally due. Interest will accrue without the need for additional notice or demand.
In the event the Client disputes any item on an invoice, the Client shall notify the Firm in writing within fifteen (15) days of receipt of the invoice, specifying the nature and basis of the dispute with reasonable particularity. The undisputed portion of any invoice shall remain due and payable within the original thirty-day payment period. The Firm and the Client shall work in good faith to resolve any billing disputes promptly.
6.3 Retainer.  No retainer or advance deposit is required at this time. The Firm reserves the right to request a retainer or advance deposit at any time during the course of the engagement should circumstances warrant, including but not limited to situations involving significant anticipated costs (such as trial preparation and trial), changes in the Client's financial condition, or extended periods of overdue invoices. Any retainer or advance deposit received will be held in the Firm's client trust account in accordance with applicable rules of professional conduct and will be applied against fees and costs as they are incurred, or returned to the Client upon conclusion of the matter, as appropriate.
7. Insurance Coverage Coordination
We understand and acknowledge that Solstice Biomedical Devices Ltd. maintains an intellectual property litigation insurance policy with Halcyon Specialty Insurance Co. under Policy No. HSI-IP-2023-04891 (the "Policy"). Based on the information you have provided, the Policy provides coverage for patent infringement defense costs with limits of liability of Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate, subject to a self-insured retention ("SIR") of Two Hundred Fifty Thousand Dollars ($250,000).
The Firm will coordinate with Halcyon Specialty Insurance Co.'s designated claims adjuster, Sandra Keene, regarding all coverage, billing submission, and reporting obligations under the Policy. We anticipate sending an Insurance Coverage Notification Letter to Halcyon on or before May 13, 2024, providing formal notice of the Action and the claim for coverage. We will provide you with a copy of this notification for your records.
In accordance with the Policy terms, the Firm will submit invoices to Halcyon for reimbursement of covered defense fees and costs. The Client understands and acknowledges, however, that the Client remains ultimately and unconditionally responsible for the payment of all fees and costs incurred by the Firm in connection with this engagement, regardless of whether Halcyon reimburses such fees and costs under the Policy, and regardless of whether Halcyon issues any reservation of rights, denial of coverage, or partial reimbursement. The Firm's fee arrangement is with the Client, and the existence of insurance coverage does not alter or diminish the Client's obligations under this engagement letter.
Based on our preliminary review of the Policy and discussions with your office, we understand that the insurance coverage is expected to cover defense fees and costs but may not cover settlement payments or judgments, and that coverage remains subject to Halcyon's reservation of rights and the terms and conditions of the Policy. We recommend that the Client review the Policy carefully with its insurance broker and consider whether separate coverage counsel should be retained to monitor Halcyon's coverage position. The Firm can recommend experienced coverage counsel if that would be helpful.
8. Conflicts of Interest
Prior to accepting this engagement, the Firm conducted a comprehensive conflicts of interest check in accordance with its standard procedures and the applicable rules of professional conduct. The results of this check are documented in the Firm's internal Conflict Check Memorandum dated May 9, 2024.
The conflicts check encompassed, among others, the following parties and individuals:
(a) Apex Surgical Innovations, Inc., the plaintiff in the Action;
(b) Hargrove, Tate & Bennington LLP, counsel for Apex, including Victoria Stanton, the lead partner on the matter;
(c) Gerald K. Whitford, Chief Executive Officer of Apex;
(d) Dr. Priya Chandrasekaran, Chief intellectual Property Officer of Apex;
(e) Martin Hale, General Counsel of Apex;
(f) Dr. Raymond Szabo, the named inventor on all three asserted patents (the '237, '884, and '105 Patents); and
(g) Other individuals and entities identified in connection with publicly available information regarding the parties and the asserted patents.
Based on this review, we have identified no conflicts of interest that would preclude the Firm from undertaking this representation under the applicable rules of professional conduct, including Rules 1.7, 1.9, and 1.10 of the Delaware Lawyers' Rules of Professional Conduct.
We ask that the Client promptly notify the Firm of any changes in Solstice Biomedical Devices Ltd.'s corporate affiliates, subsidiaries, joint ventures, investors, or other related entities that might affect the Firm's conflicts analysis. The Firm's obligation to conduct conflicts screening is ongoing throughout the engagement, and we will promptly advise you if any conflict or potential conflict arises during the course of our representation.
9. Confidentiality and Privilege
All information and communications provided by the Client to the Firm in connection with this engagement are protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm will maintain the confidentiality of all client information in accordance with its professional and ethical obligations under the applicable rules of professional conduct, including Rule 1.6 of the Delaware Lawyers' Rules of Professional Conduct.
We recommend that the Client mark all confidential business information, trade secrets, and proprietary technical data with appropriate confidentiality legends before transmitting such materials to the Firm. All substantive communications regarding the litigation and the matters at issue in this engagement should be directed through the General Counsel's office or, where appropriate, through designated members of the Solstice internal team who have been identified as part of the privileged communication group for this matter. Care should be taken to avoid inadvertent disclosure of privileged communications to third parties, including non-privileged employees, consultants, or business partners, which could result in a waiver of the attorney-client privilege.
In connection with the preservation of relevant evidence, we will be issuing a Litigation Hold Notice on or about May 11, 2024, which will be directed to key Solstice personnel and departments with custody, control, or access to documents and electronically stored information potentially relevant to the Action. We will work with your internal team, including Niamh Cassidy and your IT department, to ensure that the litigation hold is properly implemented and maintained throughout the pendency of the Action. Compliance with the litigation hold is critically important to avoid potential sanctions, adverse inference instructions, or other consequences that may arise from the spoliation or destruction of relevant evidence.
10. Client Responsibilities
The success of our defense in this matter will depend in significant part on the Client's full and timely cooperation with the Firm. The Client agrees to the following responsibilities in connection with this engagement:
(a) Document and Information Access. The Client will provide the Firm with timely access to all relevant documents, data, electronically stored information, prototypes, technical drawings, specifications, and other materials in the Client's possession, custody, or control that are relevant to the Action or reasonably likely to lead to the discovery of admissible evidence.
(b) Personnel Access. The Client will make its officers, employees, engineers, scientists, and other personnel reasonably available for interviews, witness preparation sessions, depositions, and trial testimony as needed throughout the course of the litigation. Key Solstice personnel expected to be involved include:
(i) Niamh Cassidy, VP, Regulatory & IP — for technical and patent-related matters, including the design, development, and operation of the PrecisionEdge™ product line, and for coordination with Kendrick & Lau LLP on prior art and FTO matters;
(ii) Brendan Molloy, CFO — for financial data, sales information, margin analyses, and other materials relevant to damages calculations and any damages-related discovery; and
(iii) Dr. Fiona Tierney, CEO — for strategic decisions regarding the overall direction of the defense and any potential settlement or resolution discussions.
(c) Prompt Responsiveness. The Client will respond promptly to the Firm's requests for information, documents, and decision-making, particularly in connection with court-imposed deadlines and discovery obligations. Patent litigation in the District of Delaware proceeds on an expedited schedule, and delays in providing requested information can have serious consequences for the defense.
(d) Notification of Communications. The Client will promptly notify the Firm of any communications received from opposing counsel, the Court, any third party, or any government agency relating to the litigation or the subject matter of the Action, including but not limited to service of any subpoenas, discovery requests, or court orders directed to the Client or its personnel.
(e) Settlement Authority. The Firm will not settle, compromise, or otherwise resolve any claim in the Action without the express written authorization of the Client. All significant litigation decisions — including decisions regarding dispositive motions, claim construction positions, trial strategy, and settlement — will be made in consultation with the General Counsel and, as appropriate, with the CEO and other senior leadership of Solstice.
11. Document Retention
The Firm will maintain all files, documents, work product, and correspondence relating to this matter in accordance with its standard document retention policy. Client documents provided to the Firm, whether in original or copy form, will be maintained securely and will be accessible to the Client upon reasonable request during the pendency of the engagement.
Upon conclusion of this matter — whether by final judgment, settlement, dismissal, or termination of the engagement — the Firm will consult with the Client regarding the disposition of original documents, client property, and Firm work product files. Original client documents and property will be returned to the Client upon request. The Firm may retain copies of its own work product and correspondence as part of its permanent files, subject to the Firm's ongoing confidentiality obligations.
The Client is encouraged to retrieve all original documents and materials provided to the Firm within a reasonable period following the conclusion of the matter. If the Client does not request the return of materials within the time specified in the Firm's document retention policy, the Firm reserves the right to dispose of such materials in a secure and confidential manner, after providing reasonable advance notice to the Client.
12. Termination of Engagement
Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party, subject to the Firm's obligations under applicable rules of professional conduct, including the obligation to obtain leave of the Court to withdraw from the representation if the Firm has entered an appearance in the Action.
In the event of termination by either party:
(a) The Client remains responsible for the payment of all fees and costs incurred by the Firm through the effective date of termination, and any outstanding invoices shall be payable in accordance with the terms of this engagement letter;
(b) The Firm will take all reasonable steps necessary to protect the Client's interests during any transition period, including cooperating in the orderly transfer of files and information to successor counsel designated by the Client; and
(c) The Firm will comply with all applicable rules regarding the return of client property and files as described in Section 11 above.
Termination of this engagement shall not affect the parties' respective rights and obligations that accrued prior to the effective date of termination, including the Client's obligation to pay all fees and costs incurred through such date and the Firm's ongoing obligations of confidentiality.
13. Limitation of Engagement
This engagement is expressly limited to the matter described in Section 3 of this letter. The Firm does not undertake to represent the Client in any other matter, proceeding, or transaction unless separately agreed to in writing by the Firm and the Client. The Firm's representation of the Client in this matter does not create an attorney-client relationship with respect to any other matter, nor does it obligate the Firm to monitor or advise the Client with respect to legal developments outside the scope of this engagement.
This engagement letter supersedes any and all prior oral or written understandings, discussions, or agreements between the Firm and the Client regarding the scope, terms, and conditions of this engagement. Any modifications or amendments to this engagement letter must be in writing and signed by both the Firm and the Client.
14. Governing Law and Dispute Resolution
This engagement letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws principles.
In the event of any dispute arising out of or relating to this engagement letter or the Firm's representation of the Client hereunder, the parties agree to first attempt to resolve the dispute through good-faith negotiation between senior representatives of the Firm and the Client. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may submit the dispute to confidential mediation administered by JAMS in New York, New York. If mediation does not result in a resolution within sixty (60) days of the commencement of the mediation process, either party may submit the dispute to binding arbitration administered by JAMS in New York, New York, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
15. Acceptance
We are enthusiastic about the opportunity to represent Solstice in this important matter, and we are confident in the strength of the defenses available. We look forward to a productive and collaborative working relationship.
If the terms and conditions set forth in this engagement letter are acceptable, please indicate Solstice's agreement by having an authorized representative sign and date this letter in the space provided below and return an executed copy to the undersigned. The engagement shall be deemed effective as of the date of this letter — May 10, 2024 — upon execution by both parties.
If you have any questions regarding the terms of this letter or any other aspect of the engagement, please do not hesitate to contact me directly at (302) 555-7412 or mdelgado@calderwoodharkness.com. We are at your disposal.
With best regards,
CALDERWOOD & HARKNESS LLP
By: ________
Marcus Delgado, Partner Intellectual Property Litigation
Date: ________
By: ________
Catherine Bloom, Partner Intellectual Property Litigation
Date: ________
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Solstice Biomedical Devices Ltd. and Solstice Biomedical, Inc., hereby acknowledges receipt of this engagement letter, confirms that he has reviewed the terms and conditions set forth herein, and agrees to be bound by such terms and conditions on behalf of the Client.
SOLSTICE BIOMEDICAL DEVICES LTD.
By: ________
Name: Eamon Rourke
Title: General Counsel
Date: ________
16. Enclosures
The following documents are enclosed with this engagement letter for your reference and records:
1.  Firm Privacy Notice
2.  Standard Terms and Conditions of Engagement
3.  IRS Form W-9 (Request for Taxpayer Identification Number and Certification) — for Halcyon Specialty Insurance Co. reimbursement purposes
cc: (via email)
Dr. Fiona Tierney, Chief Executive Officer, Solstice Biomedical Devices Ltd. Brendan Molloy, Chief Financial Officer, Solstice Biomedical Devices Ltd. Niamh Cassidy, Vice President, Regulatory & IP, Solstice Biomedical Devices Ltd. Catherine Bloom, Partner, Calderwood & Harkness LLP
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION This engagement letter and all attachments hereto contain confidential information intended solely for the use of the named addressee(s). If you are not the intended recipient, please notify the sender immediately and destroy all copies of this document.
Timekeeper | Classification | Hourly Rate
Marcus Delgado | Partner | $1,250.00
Catherine Bloom | Partner | $1,250.00
Christy Bauer | Senior Associate | $875.00
Peter Vassiliev | Associate | $725.00
Paralegals and Litigation Support Specialists | Staff | $350.00 – $450.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA EMAIL AND U.S. MAIL

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

SOLSTICE BIOMEDICAL DEVICES LTD.

Record

Parties

Dates

Amounts