1037-00004 · Solstice Biomedical Devices Ltd · Expert Engagement

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EXPERT RETENTION AGREEMENT

Dated as of November 15, 2024

Between

CALDERWOOD & HARKNESS LLP ("Firm" or "Retaining Counsel")

and

PINNACLE ECONOMICS GROUP LLC ("Expert Firm" or "Consultant")

Matter Reference: Calderwood & Harkness Matter No. 10294.0017

Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc. Case No. 1:24-cv-00587-RGA United States District Court for the District of Delaware

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EXPERT RETENTION AGREEMENT

This Expert Retention Agreement (this "Agreement") is entered into as of November 15, 2024 (the "Effective Date"), by and between:

CALDERWOOD & HARKNESS LLP, a limited liability partnership organized and existing under the laws of the State of New York, with offices at 1201 Market Street, Suite 2500, Wilmington, Delaware 19801 and 299 Park Avenue, 35th Floor, New York, New York 10171 (the "Firm" or "Retaining Counsel"),

and

PINNACLE ECONOMICS GROUP LLC, a limited liability company organized and existing under the laws of the State of New York, with offices at 590 Madison Avenue, 22nd Floor, New York, New York 10022 (the "Expert Firm" or "Consultant"), Attention: Dr. Elena Marchetti, Managing Director.

This Agreement relates to Calderwood & Harkness Matter No. 10294.0017, captioned Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA, pending in the United States District Court for the District of Delaware (the "Litigation").

RECITALS

WHEREAS, Calderwood & Harkness LLP represents Solstice Biomedical Devices Ltd., an Irish private limited company (CRO No. 648217), registered at Unit 14, Clonskeagh Business Park, Clonskeagh Road, Dublin 14, D14 YF28, Ireland, and its U.S. operating subsidiary, Solstice Biomedical, Inc., a Delaware corporation (EIN: 84-3291056), with principal offices at 3800 Concord Pike, Suite 410, Wilmington, Delaware 19803 (collectively, the "Client" or "Solstice"), in the above-captioned patent infringement action;

WHEREAS, the plaintiff in the Litigation, Apex Surgical Innovations, Inc. ("Apex"), a Delaware corporation with principal offices at 1220 North Market Street, Suite 550, Wilmington, Delaware 19801, has brought claims alleging that Solstice's PrecisionEdge™ line of laparoscopic trocar assemblies infringes three Apex utility patents;

WHEREAS, the patents asserted by Apex in the Litigation are:

(i) U.S. Patent No. 9,814,237 (the "'237 Patent"), entitled "Locking Seal Assembly for Minimally Invasive Surgical Access Device," issued November 14, 2017, with an expiration date of June 22, 2035, asserted Claims 1, 3, 7, and 12;

(ii) U.S. Patent No. 10,271,884 (the "'884 Patent"), entitled "Retractable Blade Deployment Mechanism for Trocar Systems," issued April 30, 2019, with an expiration date of September 15, 2036, asserted Claims 1, 2, 5, 9, and 14; and

(iii) U.S. Patent No. 10,932,105 (the "'105 Patent"), entitled "Integrated Insufflation Valve and Seal for Laparoscopic Trocar," issued March 2, 2021, with an expiration date of January 10, 2038, asserted Claims 1, 4, and 8;

WHEREAS, the named inventor on all three asserted patents is Dr. Raymond Szabo, Vice President of Engineering at Apex Surgical Innovations, Inc.;

WHEREAS, the products accused of infringement in the Litigation are:

(i) The PrecisionEdge™ PE-5000 Series (5 mm trocar assembly), accused of infringement under the '237 Patent and the '884 Patent;

(ii) The PrecisionEdge™ PE-12000 Series (12 mm trocar assembly), accused of infringement under all three asserted patents (the '237 Patent, the '884 Patent, and the '105 Patent); and

(iii) The PrecisionEdge™ PE-15000 Series (15 mm trocar assembly), accused of infringement under the '884 Patent and the '105 Patent;

WHEREAS, Apex is represented in the Litigation by Hargrove, Tate & Bennington LLP, 900 North King Street, Suite 1200, Wilmington, Delaware 19801 (Victoria Stanton, lead partner; Derek Loomis, associate);

WHEREAS, Apex has retained as its damages expert Hugh Danaher, CFA, Senior Managing Director of Keystone Valuation Advisors LLC, 1700 Market Street, Suite 3100, Philadelphia, Pennsylvania 19103;

WHEREAS, expert discovery is expected to open on or about January 13, 2025, with opening expert reports due in late January or February 2025, rebuttal expert reports due in early March 2025, and trial currently scheduled for September 30, 2025;

WHEREAS, the Firm seeks to retain Pinnacle Economics Group LLC and, through Pinnacle, Dr. Elena Marchetti, to serve as a damages expert on behalf of Solstice in the Litigation, to provide economic analysis, including a Georgia-Pacific reasonable royalty analysis (Georgia-Pacific Corp. v. United States Plywood Corp., 318 F. Supp. 1116 (S.D.N.Y. 1970)), in connection with the defense of Solstice against the infringement claims asserted by Apex; and

WHEREAS, Pinnacle Economics Group LLC and Dr. Marchetti are willing to accept the engagement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1: ENGAGEMENT AND SCOPE OF SERVICES

1.1 Retention of Expert

Calderwood & Harkness LLP hereby retains Pinnacle Economics Group LLC, through its Managing Director, Dr. Elena Marchetti, to provide expert economic and damages analysis services in connection with the Litigation, Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA, pending in the United States District Court for the District of Delaware. Dr. Marchetti will serve as the Firm's and the Client's designated damages expert and may be called upon to provide testimony at deposition and at trial in connection with the Litigation. The engagement shall be conducted in accordance with the terms, conditions, and scope described in this Agreement.

1.2 Scope of Services

The services to be provided by Pinnacle Economics Group LLC and Dr. Marchetti under this Agreement include, but are not limited to, the following:

(a) Damages Analysis. Analysis and quantification of damages, if any, attributable to the alleged infringement of the asserted patents (the '237 Patent, the '884 Patent, and the '105 Patent) by the accused PrecisionEdge™ PE-5000 Series, PE-12000 Series, and PE-15000 Series product lines. This analysis shall encompass a review of the relevant legal framework for patent damages under 35 U.S.C. § 284, as well as applicable Federal Circuit precedent governing reasonable royalty and lost profits analyses. The Expert Firm shall analyze the nature and extent of the alleged infringement, the economic value of the patented features, and the relationship, if any, between the patented technology and the commercial success of the accused products.

(b) Georgia-Pacific Reasonable Royalty Analysis. Application of the fifteen Georgia-Pacific factors set forth in Georgia-Pacific Corp. v. United States Plywood Corp., 318 F. Supp. 1116 (S.D.N.Y. 1970), to determine a reasonable royalty rate and royalty base for the patents at issue. This analysis shall include, without limitation: identification and analysis of comparable license agreements (whether entered into by Apex, Solstice, or third parties in the medical device and laparoscopic surgery fields); assessment of the parties' respective negotiating positions at a hypothetical negotiation as of the date of first infringement; evaluation of the economic relationship between the patented technology and the accused products; analysis of the commercial relationship between the parties as competitors in the minimally invasive surgical access device market; evaluation of the contribution of the patented features relative to the commercial value of the entire accused product; and consideration of any other factors relevant to the hypothetical negotiation.

(c) Royalty Base and Apportionment Analysis. Determination of the appropriate royalty base for the damages calculation, including analysis of the combined U.S. sales of the accused PrecisionEdge™ products for calendar years 2021 through 2024 (and any subsequent periods through trial). The analysis shall address apportionment of value attributable to the patented features versus unpatented features of the accused products, consistent with the Supreme Court's guidance in Garretson v. Clark, 111 U.S. 120 (1884), and the Federal Circuit's rulings in VirnetX, Inc. v. Sterling Reach Holdings, 767 F.3d 1308 (Fed. Cir. 2014), Ericsson, Inc. v. D-Link Systems, Inc., 773 F.3d 1201 (Fed. Cir. 2014), and their progeny. The Expert Firm shall evaluate whether the entire market value rule or a smaller, apportioned royalty base is appropriate for each accused product and each asserted patent.

(d) Review of Opposing Expert's Damages Analysis. Critical review and rebuttal of the damages opinions and methodology of Apex's damages expert, Hugh Danaher, CFA, of Keystone Valuation Advisors LLC. This review shall include analysis of Mr. Danaher's data sources, assumptions, economic methodology, application of the Georgia-Pacific factors, royalty base determination, and any comparable license analysis set forth in his opening expert report. The Expert Firm shall identify any errors, unsupported assumptions, or methodological deficiencies in Mr. Danaher's analysis and shall prepare a detailed rebuttal.

(e) Financial Data Review. Review and analysis of Solstice's financial records relating to the accused PrecisionEdge™ products, including but not limited to: revenues, cost of goods sold, gross margins, net sales figures, product-line profitability analyses, pricing data, distribution costs, customer data, and any other financial information relevant to the damages analysis. Additionally, the Expert Firm shall review and analyze Apex's financial data as produced in discovery, including any revenues, profitability data, licensing income, and royalty payment records relating to the asserted patents or comparable technologies.

(f) Expert Reports. Preparation and finalization of an opening expert report, and, if needed, a rebuttal expert report, each in compliance with the requirements of Federal Rule of Civil Procedure 26(a)(2)(B). Each report shall set forth a complete statement of all opinions Dr. Marchetti intends to express and the basis and reasons for each opinion; the facts or data considered by Dr. Marchetti in forming the opinions; any exhibits that will be used to summarize or support the opinions; Dr. Marchetti's qualifications, including a list of all publications authored in the previous ten years; a list of all other cases in which Dr. Marchetti has testified as an expert at trial or by deposition during the preceding four years; and a statement of the compensation to be paid for the study and testimony in the case.

(g) Deposition Testimony. Preparation for and participation in deposition testimony, if Dr. Marchetti is designated for deposition by opposing counsel or if either party seeks to take her testimony. The Expert Firm shall work cooperatively with the Firm's litigation team to prepare for deposition, including mock deposition sessions as deemed necessary by the Firm.

(h) Trial Testimony. Preparation for and provision of live trial testimony before the Court and jury, if the matter proceeds to trial. This shall include preparation of demonstrative exhibits, charts, graphs, and other visual aids to accompany Dr. Marchetti's testimony. The Expert Firm shall participate in pre-trial preparation sessions, mock examinations, and any other preparatory activities as reasonably requested by the Firm.

(i) Settlement Support. If requested by the Firm, the Expert Firm shall provide economic analysis and valuation support in connection with settlement negotiations between Solstice and Apex, including analysis of reasonable royalty benchmarks, licensing comparables, the range of potential damages outcomes at trial, and the economic value of a settlement relative to continued litigation. Any settlement-related analysis shall be treated as attorney work product and shall not be disclosed to any party absent the express written authorization of Calderwood & Harkness LLP.

(j) Consultation. General consultation with the Firm's litigation team on damages-related issues as they arise during the course of the Litigation, including assistance with discovery strategy relating to damages issues, review of relevant documents and data, and provision of informal guidance on economic and financial matters relevant to the case.

1.3 Key Personnel

Dr. Elena Marchetti, Managing Director of Pinnacle Economics Group LLC, shall serve as the lead expert and signatory on all expert reports submitted in connection with the Litigation. Dr. Marchetti shall have personal, substantive involvement in all material aspects of the engagement, including all analytical work, the development and formulation of opinions, the drafting and finalization of expert reports, and the delivery of any deposition or trial testimony.

Dr. Marchetti may be assisted by professional staff of Pinnacle Economics Group LLC, including senior associates, associates, and analysts, in performing supporting analytical work, data compilation, financial modeling, and research. Notwithstanding any such delegation, Dr. Marchetti shall retain personal responsibility for, and direct supervision of, all work product generated under this Agreement. All opinions expressed in expert reports and in testimony shall be Dr. Marchetti's own opinions, independently formed and based upon her own professional judgment and expertise.

Any substitution of the lead expert requires the prior written consent of Calderwood & Harkness LLP. In the event that Dr. Marchetti becomes unable to fulfill her obligations under this Agreement due to illness, incapacity, or other unforeseen circumstances, Pinnacle shall promptly notify the Firm, and the parties shall confer in good faith regarding an appropriate course of action, including possible substitution of an alternative expert acceptable to the Firm.

1.4 Calderwood & Harkness Engagement Team

The primary Firm contacts for this engagement shall be as follows:

Marcus Delgado, Responsible Partner, intellectual Property Group, Calderwood & Harkness LLP. Mr. Delgado serves as lead trial counsel for Solstice in the Litigation and has overall supervisory responsibility for the engagement.

Catherine Bloom, Billing Partner, intellectual Property Group, Calderwood & Harkness LLP. Ms. Bloom is responsible for budgetary matters, billing inquiries, and expense approvals.

Christy Bauer, Lead Associate, intellectual Property Group, Calderwood & Harkness LLP. Ms. Bauer serves as the primary day-to-day liaison between the Firm and Pinnacle Economics Group LLC.

Peter Vassiliev, Working Associate, intellectual Property Group, Calderwood & Harkness LLP. Mr. Vassiliev provides additional day-to-day coordination support and assists with the assembly and transmission of discovery materials and financial data.

Day-to-day coordination for the engagement will be handled primarily by Christy Bauer and Peter Vassiliev. All communications from Pinnacle regarding substantive analytical issues, engagement scope, scheduling, and report preparation should be directed to Christy Bauer in the first instance, with copies to Peter Vassiliev. Budgetary and invoicing communications should be directed to Catherine Bloom.

SECTION 2: COMPENSATION AND BILLING

2.1 Hourly Rates

Pinnacle Economics Group LLC shall be compensated for services rendered under this Agreement at the following hourly rates:

(a) Dr. Elena Marchetti, Managing Director: Eight Hundred Fifty Dollars ($850.00) per hour.

(b) Supporting professional staff of Pinnacle Economics Group LLC: Rates to be agreed upon in writing in advance of any work performed by such staff, with the expected range being Three Hundred Fifty Dollars ($350.00) to Six Hundred Fifty Dollars ($650.00) per hour depending on the seniority, qualifications, and experience of the individual professional. A schedule of the agreed-upon rates for specific individuals shall be set forth in Exhibit B to this Agreement and updated as additional personnel are assigned.

All rates set forth herein are effective as of the Effective Date of this Agreement and shall remain in effect unless adjusted by Pinnacle upon not less than thirty (30) days' prior written notice to Calderwood & Harkness LLP. Any such adjustment shall apply only to services rendered after the effective date of the rate change and shall not be applied retroactively to services previously rendered or invoiced. Rate adjustments shall not exceed five percent (5%) per annum without the Firm's prior written consent.

2.2 Billing and Invoicing

Pinnacle Economics Group LLC shall submit monthly invoices to Calderwood & Harkness LLP, addressed to Catherine Bloom, Billing Partner, at the Firm's Wilmington, Delaware office, referencing Calderwood & Harkness Matter No. 10294.0017. Invoices shall be submitted within fifteen (15) days following the end of each calendar month in which services are rendered. Each invoice shall include the following information:

(a) An itemized description of the services performed during the billing period, described with sufficient specificity to permit meaningful review by the Firm and, if applicable, by the Client's insurance carrier;

(b) The date on which each service was performed;

(d) The number of hours expended on each service, recorded in increments of one-tenth (0.1) of an hour;

(e) The applicable hourly rate for each individual; and

(f) The total fees for the billing period, calculated as the product of hours and applicable rates.

Invoices shall separately itemize all reimbursable expenses as described in Section 2.3 below, with supporting documentation (receipts, itineraries, or other evidence of expenditure) attached or available upon request.

2.3 Expenses. Reasonable out-of-pocket expenses incurred by Pinnacle Economics Group LLC in connection with the engagement are reimbursable by Calderwood & Harkness LLP. Reimbursable expenses include, but are not limited to, the following:

(a) Travel expenses, including economy-class airfare (or business class for flights exceeding four hours), ground transportation (taxi, car service, or rental car), hotel accommodations, and reasonable meal expenses incurred during travel;

(b) Document reproduction and printing costs;

(c) Database access fees and subscription costs for financial, economic, or patent databases used in connection with the engagement;

(d) Specialized software costs, including any licensing fees for econometric, financial modeling, or data analysis software not otherwise available as part of Pinnacle's standard infrastructure;

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

(f) Any other out-of-pocket costs directly attributable to the engagement and agreed upon by the Firm in advance.

Any single expense item exceeding Two Thousand Five Hundred Dollars ($2,500.00) shall require prior written approval from Catherine Bloom or Marcus Delgado before the expense is incurred. All travel expenses, regardless of amount, shall be pre-approved in writing by the Firm. Pinnacle shall exercise reasonable economy in incurring expenses and shall adhere to the Firm's travel and expense guidelines, which shall be provided to Pinnacle upon request.

2.4 Payment Terms

Payment of invoices submitted by Pinnacle Economics Group LLC shall be due within thirty (30) calendar days of receipt by Calderwood & Harkness LLP. Calderwood & Harkness LLP is the party solely responsible for payment of all fees and expenses under this Agreement. There is no direct billing relationship between Pinnacle Economics Group LLC and Solstice Biomedical Devices Ltd. or Solstice Biomedical, Inc. Pinnacle's sole recourse for payment under this Agreement is against Calderwood & Harkness LLP. In the event of a dispute regarding any portion of an invoice, the Firm shall promptly notify Pinnacle of the disputed amount and the basis for the dispute, and the undisputed portion of the invoice shall remain due and payable in accordance with this Section.

2.5 Budget Estimate

The parties anticipate that total professional fees for the engagement through trial preparation will be in the range of Seventy-Five Thousand Dollars ($75,000.00) to One Hundred Twenty-Five Thousand Dollars ($125,000.00), depending on the scope and volume of discovery, the complexity of the opposing expert's damages analysis and the corresponding rebuttal work required, the extent of deposition and trial preparation activities, and whether the matter ultimately proceeds to trial. This estimate is provided for planning purposes only, is non-binding, and shall not be construed as a cap on fees or as a guarantee of the total cost of the engagement. Actual fees will be determined by the applicable hourly rates and the time reasonably expended in connection with the engagement. The Expert Firm shall promptly notify the Firm if it appears that total fees are likely to exceed the upper end of the estimated range, and the parties shall confer regarding the scope and prioritization of remaining work.

2.6 Insurance Context

For informational purposes only, and without creating any obligation or right on the part of Pinnacle Economics Group LLC, the parties note the following: Solstice maintains intellectual property litigation insurance with Halcyon Specialty Insurance Co. (the "Insurer"), under Policy No. HSI-IP-2023-04891, which provides coverage for defense fees and costs (including expert fees and expenses) incurred in connection with covered patent infringement claims, subject to the following applicable limits and retention:

(a) Self-Insured Retention: Two Hundred Fifty Thousand Dollars ($250,000.00);

(b) Per-Occurrence Limit: Five Million Dollars ($5,000,000.00); and

Expert fees and expenses incurred under this Agreement are expected to constitute reimbursable defense costs under the Halcyon policy, and the Insurer may require submission of invoices or billing summaries for review and approval in connection with coverage determinations. Notwithstanding the foregoing, Pinnacle's sole recourse for payment of fees and expenses under this Agreement is against Calderwood & Harkness LLP, and no provision of this Section shall be construed as creating a direct obligation of the Insurer or the Client to Pinnacle, or as conditioning Pinnacle's right to payment upon the availability or approval of insurance coverage.

SECTION 3: CONFIDENTIALITY

3.1 Confidential Information Defined

All information, documents, data, materials, analyses, and communications provided to Pinnacle Economics Group LLC by Calderwood & Harkness LLP, by Solstice Biomedical Devices Ltd. or Solstice Biomedical, Inc., or by any other party in connection with the Litigation, whether designated as "confidential," "highly confidential," "attorneys' eyes only," or otherwise, and whether provided in written, electronic, oral, or other form, shall be treated by Pinnacle as confidential information (collectively, "Confidential Information").

Confidential Information includes, but is not limited to, the following:

(a) Solstice's financial data, including but not limited to product-level revenue figures, cost of goods sold, gross margins, net sales, pricing information, customer lists, distribution data, and product-line profitability analyses for the accused PrecisionEdge™ products;

(b) discovery materials produced in the Litigation, including documents produced by Apex bearing Bates numbers APEX-000001 through APEX-031450, documents produced by Solstice bearing Bates numbers SBD-000001 through SBD-048217, and any subsequently produced documents;

(c) Expert reports prepared by any party's experts, including the report and underlying data of Apex's damages expert, Hugh Danaher, CFA, of Keystone Valuation Advisors LLC;

(d) Deposition transcripts and exhibits;

(e) Pleadings, motions, briefs, and court orders not otherwise publicly available;

(f) Attorney work product, litigation strategies, legal analyses, and attorney-client communications shared with Pinnacle in connection with the engagement; and

(g) Any other information, data, or materials that the Firm identifies as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

3.2 Obligations. Pinnacle Economics Group LLC shall use Confidential Information solely for the purpose of performing services under this Agreement and shall not use Confidential Information for any other purpose, including any personal, commercial, or competitive purpose. Pinnacle shall not disclose Confidential Information to any third party, including any other client, colleague, or affiliate of Pinnacle, except as specifically required by court order or as authorized in advance in writing by Calderwood & Harkness LLP.

Pinnacle shall limit access to Confidential Information within its organization to those individuals who have a need to know the information in connection with the performance of services under this Agreement. Pinnacle shall ensure that all personnel who have access to Confidential Information are informed of the confidential nature of the information and are bound by obligations of confidentiality no less restrictive than those set forth in this Agreement.

Pinnacle shall comply with any Protective Order, Confidentiality Order, Stipulated Protective Order, or other order governing the treatment of confidential information entered by the Court in Case No. 1:24-cv-00587-RGA (the "Protective Order"). Dr. Marchetti and any Pinnacle staff member who will have access to information designated as "Confidential" or "Highly Confidential — Attorneys' Eyes Only" (or any equivalent designation) under the Protective Order shall execute any required undertakings, acknowledgments, or certifications as required by the terms of the Protective Order prior to receiving access to such information. The Firm shall provide Pinnacle with a copy of the Protective Order promptly upon its entry.

3.3 Return / Destruction of Materials

Upon the conclusion of the engagement, or at any time upon the written request of Calderwood & Harkness LLP, Pinnacle Economics Group LLC shall promptly return to the Firm, or at the Firm's election destroy, all Confidential Information in its possession, custody, or control, including all copies, excerpts, summaries, notes, and analyses derived from Confidential Information, in whatever form or medium. Within thirty (30) days of such return or destruction, Pinnacle shall provide a written certification, signed by Dr. Marchetti, confirming that all Confidential Information has been returned or destroyed in accordance with this Section.

The obligation to return or destroy Confidential Information shall be subject to: (i) any retention requirements imposed by applicable law, professional ethical rules, or court order; (ii) any obligation to retain copies of Pinnacle's final expert report(s) and supporting work papers as may be required for purposes of the Litigation or any appeal; and (iii) Pinnacle's customary document retention and archiving practices to the extent consistent with the terms of the Protective Order. Any Confidential Information retained pursuant to this paragraph shall remain subject to the confidentiality obligations set forth in this Agreement and in the Protective Order for so long as it is retained.

SECTION 4: WORK PRODUCT AND PRIVILEGE

4.1 Attorney Work Product

The parties acknowledge and agree that the engagement described in this Agreement has been undertaken in anticipation of litigation and that the work product prepared by Pinnacle Economics Group LLC at the direction of Calderwood & Harkness LLP in connection with the Litigation may be protected by the attorney work product doctrine as set forth in Federal Rule of Civil Procedure 26(b)(3) and applicable case law. Draft expert reports, internal analyses, preliminary calculations, working papers, notes, memoranda, and communications between Pinnacle and the Firm prepared in anticipation of litigation are intended to be, and shall be treated as, protected work product to the maximum extent permitted by applicable law. Neither party shall take any action that would waive or undermine any applicable work product protection without the prior written consent of the other party.

4.2 Expert Report Disclosures

The parties acknowledge that Dr. Marchetti's final expert report and, if applicable, rebuttal expert report, once served upon opposing counsel, will be subject to the mandatory disclosure requirements of Federal Rule of Civil Procedure 26(a)(2)(B). Such disclosures will include: a complete statement of all opinions Dr. Marchetti will express and the basis and reasons for each opinion; the facts or data considered by Dr. Marchetti in forming the opinions; any exhibits that will be used to summarize or support the opinions; a statement of Dr. Marchetti's qualifications, including a list of all publications authored in the previous ten years; a list of all other cases in which Dr. Marchetti has testified as an expert at trial or by deposition during the preceding four years; and a statement of the compensation to be paid for Dr. Marchetti's study and testimony in the case.

Notwithstanding the foregoing, draft expert reports, including all drafts and revisions of the opening report and rebuttal report, are protected under Federal Rule of Civil Procedure 26(b)(4)(B) and shall not be disclosed, discoverable, or producible absent a court order specifically compelling such disclosure. The parties shall take all reasonable steps to preserve the protected status of draft reports, including maintaining such drafts in secure, segregated files and limiting access to counsel and authorized Pinnacle personnel.

4.3 Communications. Communications between Calderwood & Harkness attorneys and Dr. Marchetti relating to the substance of Dr. Marchetti's expert opinions are protected under Federal Rule of Civil Procedure 26(b)(4)(C) and shall not be discoverable or producible, except to the extent that such communications:

(a) identify facts or data that the Firm's attorneys provided to Dr. Marchetti and that Dr. Marchetti considered in forming her opinions; or

(b) identify assumptions that the Firm's attorneys provided to Dr. Marchetti and that Dr. Marchetti relied upon in forming her opinions.

The parties shall exercise care to maintain the protected status of their communications. Dr. Marchetti and Pinnacle personnel shall refrain from creating or maintaining notes or records of communications with Firm attorneys in a manner that would unnecessarily risk disclosure of protected content. The Firm shall advise Dr. Marchetti regarding appropriate practices for preserving the protection afforded by Rule 26(b)(4)(C).

SECTION 5: INDEPENDENCE AND CONFLICTS

5.1 Expert Independence

Pinnacle Economics Group LLC and Dr. Elena Marchetti represent and warrant that they are independent of both Solstice Biomedical Devices Ltd. and Solstice Biomedical, Inc., on the one hand, and Apex Surgical Innovations, Inc., on the other hand. Neither Pinnacle nor Dr. Marchetti has any financial interest, equity ownership, board membership, advisory relationship, or other material economic interest in Solstice, Apex, or any affiliate of either party, and neither Pinnacle nor Dr. Marchetti has any financial interest in the outcome of the Litigation, other than the professional fees and expenses payable under this Agreement. The opinions to be expressed by Dr. Marchetti in connection with the Litigation shall be her own independent, professionally formed opinions, not influenced by any financial incentive or relationship other than the compensation described herein.

5.2 Conflict Check

Pinnacle Economics Group LLC represents and warrants that it has conducted an internal conflicts check consistent with its standard professional practices and confirms that, as of the Effective Date, neither Dr. Marchetti nor any other Pinnacle professional currently assigned to or expected to be assigned to this engagement has a current or prior engagement with any of the following parties or persons that would create a conflict of interest or impair the credibility, objectivity, or admissibility of Dr. Marchetti's testimony in the Litigation:

(a) Apex Surgical Innovations, Inc.;

(b) Hargrove, Tate & Bennington LLP;

(d) Hugh Danaher, CFA;

(e) Dr. Calvin Ng; and

(f) Veltrano Polytechnic Institute.

Pinnacle shall promptly notify Calderwood & Harkness LLP if, at any time during the term of this Agreement, Pinnacle becomes aware of any facts or circumstances that could give rise to an actual or potential conflict of interest.

5.3 Disclosure of Prior Engagements

Pinnacle Economics Group LLC shall promptly disclose to Calderwood & Harkness LLP any prior or concurrent engagement, consulting relationship, or professional affiliation that may create an appearance of conflict or that could reasonably be raised to challenge the independence, credibility, or objectivity of Dr. Marchetti in connection with the Litigation. During the term of this Agreement, Pinnacle shall not accept any engagement adverse to Solstice Biomedical Devices Ltd., Solstice Biomedical, Inc., or Calderwood & Harkness LLP relating to the same patents, accused products, or subject matter as the Litigation, without the prior written consent of Calderwood & Harkness LLP.

SECTION 6: EXPERT QUALIFICATIONS

6.1 Summary of Qualifications

Dr. Elena Marchetti is the Managing Director and a founding principal of Pinnacle Economics Group LLC, a leading damages and valuation consulting firm based in New York, New York. Pinnacle provides expert economic analysis services to law firms and corporations in connection with complex commercial litigation, intellectual property disputes, antitrust matters, and regulatory proceedings.

Dr. Marchetti holds a Ph.D. in Economics from Columbia University and a B.A. in Economics (summa cum laude) from Georgetown University. She specializes in intellectual property damages analysis, with particular expertise in Georgia-Pacific reasonable royalty analysis, lost profits calculations under the Panduit test, entire market value rule and apportionment analyses, FRAND/SEP royalty determinations, and patent valuation in the medical device and life sciences sectors. Dr. Marchetti has extensive experience analyzing damages in cases involving surgical instruments, implantable devices, diagnostic equipment, pharmaceutical formulations, and biotechnology products.

Dr. Marchetti has served as a testifying expert in over forty (40) patent damages cases in the United States District Courts, the United States International Trade Commission, and domestic and international arbitrations. She has been qualified by courts as an expert in the fields of economics, financial analysis, and intellectual property damages. Her testimony has been credited by courts in published opinions, and her reports have been cited in connection with claim construction, summary judgment, and post-trial proceedings.

In addition to her consulting practice, Dr. Marchetti is an Adjunct Professor of Economics at New York University, where she teaches graduate-level courses in industrial organization and the economics of intellectual property. She is a frequent speaker at conferences of the American Bar Association, the Federal Circuit Bar Association, the Licensing Executives Society, and the American intellectual Property Law Association. She has published articles in peer-reviewed journals and trade publications on topics including reasonable royalty methodology, the economics of patent licensing, and damages apportionment.

A full curriculum vitae setting forth Dr. Marchetti's education, professional experience, publications, and other qualifications will be appended to her expert report in accordance with the disclosure requirements of Federal Rule of Civil Procedure 26(a)(2)(B).

6.2 Prior Testimony

A complete list of all cases in which Dr. Marchetti has testified as an expert at deposition or at trial within the preceding four (4) years will be prepared and appended to her expert report pursuant to Federal Rule of Civil Procedure 26(a)(2)(B)(v). Dr. Marchetti represents that the information contained in such list will be complete, accurate, and current as of the date of service of the report.

SECTION 7: TERM AND TERMINATION

7.1 Term. This Agreement is effective as of the Effective Date, November 15, 2024, and shall continue in full force and effect until the earliest to occur of:

(a) the final resolution of the Litigation, including any post-trial motions, appeals, remands, or other proceedings arising therefrom, and the satisfaction or resolution of any obligations arising from a final judgment or settlement;

(b) written termination of this Agreement by either party pursuant to Section 7.2 below; or

7.2 Termination. Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party, delivered in accordance with Section 10.5 of this Agreement. Such notice shall specify the effective date of termination. No reason need be stated for such termination.

In the event of termination by either party, Pinnacle Economics Group LLC shall be entitled to full compensation for all services rendered and all reimbursable expenses incurred through and including the effective date of termination, in accordance with the terms of Section 2 of this Agreement. Pinnacle shall submit a final invoice within thirty (30) days following the effective date of termination.

Upon termination, Pinnacle shall cooperate with the Firm in an orderly transition of the engagement, including the delivery of all completed and in-progress work product to the Firm. The confidentiality, work product, and related obligations set forth in Sections 3 and 4 of this Agreement shall survive any termination or expiration of this Agreement and shall continue in full force and effect indefinitely.

7.3 Survival. The following provisions of this Agreement shall survive the termination or expiration of this Agreement for any reason:

(a) Section 3 (Confidentiality);

(b) Section 4 (Work Product and Privilege);

(d) Section 9 (Indemnification and Limitation of Liability).

In addition, any provisions of this Agreement that by their nature are intended to survive termination, including the obligation to return or destroy Confidential Information, shall survive and remain enforceable.

SECTION 8: RELATIONSHIP OF THE PARTIES

Pinnacle Economics Group LLC is retained under this Agreement as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, principal-agent, joint venture, partnership, or any other relationship between Pinnacle and Calderwood & Harkness LLP or between Pinnacle and Solstice Biomedical Devices Ltd. or Solstice Biomedical, Inc. Pinnacle shall have no authority to act on behalf of, bind, or commit the Firm or the Client in any manner whatsoever.

Pinnacle Economics Group LLC shall be solely responsible for the compensation, benefits, taxes, and insurance of its employees and personnel. All compensation received by Pinnacle under this Agreement shall be reported by Pinnacle as income of the Expert Firm, and Pinnacle shall be solely responsible for the payment of all federal, state, and local income taxes, self-employment taxes, unemployment taxes, and any other taxes or contributions arising from the compensation received under this Agreement. Calderwood & Harkness LLP shall not withhold any taxes from payments made to Pinnacle and shall issue a Form 1099-NEC or other applicable tax reporting form to Pinnacle to the extent required by law.

SECTION 9: INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 Indemnification by Pinnacle

Pinnacle Economics Group LLC shall indemnify, defend, and hold harmless Calderwood & Harkness LLP, Solstice Biomedical Devices Ltd., Solstice Biomedical, Inc., and their respective partners, members, directors, officers, employees, and agents (collectively, the "Indemnified Parties") from and against any and all third-party claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or resulting from Pinnacle's breach of the confidentiality obligations set forth in Section 3 of this Agreement. This indemnification obligation shall survive the termination or expiration of this Agreement.

9.2 Limitation of Liability

Except in cases of willful misconduct, gross negligence, or breach of the confidentiality obligations set forth in Section 3 of this Agreement, in no event shall either party's aggregate liability to the other party under this Agreement, whether in contract, tort, or otherwise, exceed the total amount of professional fees actually paid or payable by Calderwood & Harkness LLP to Pinnacle Economics Group LLC under this Agreement.

In no event shall either party be liable to the other party for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with this Agreement, including but not limited to damages for lost profits, loss of business opportunity, loss of data, or reputational harm, regardless of whether such damages were foreseeable or whether such party was advised of the possibility of such damages. This limitation shall not apply to breaches of the confidentiality obligations under Section 3 or to indemnification obligations under Section 9.1.

SECTION 10: MISCELLANEOUS

10.1 Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any principles of conflict of laws that would cause the application of the laws of any other jurisdiction. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for the resolution of any disputes arising out of or relating to this Agreement.

10.2 Entire Agreement

This Agreement, including all exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, proposals, and oral or written agreements and understandings between the parties relating to the retention of Pinnacle Economics Group LLC and Dr. Elena Marchetti as expert consultants in connection with the Litigation. No prior draft, correspondence, or discussion between the parties shall be admissible to contradict, vary, or supplement the terms of this Agreement.

10.3 Amendments. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless set forth in a writing specifically referencing this Agreement and signed by authorized representatives of both Calderwood & Harkness LLP and Pinnacle Economics Group LLC. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach or of any other provision.

10.4 Assignment. Pinnacle Economics Group LLC may not assign, delegate, transfer, or subcontract this Agreement, or any of its rights, interests, or obligations hereunder, in whole or in part, to any third party without the prior written consent of Calderwood & Harkness LLP. Any attempted assignment or delegation in violation of this Section shall be void and of no effect. Calderwood & Harkness LLP may assign this Agreement in connection with a merger, reorganization, or successor arrangement involving the Firm upon written notice to Pinnacle.

10.5 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by certified or registered mail, return receipt requested, postage prepaid; (c) sent by nationally recognized overnight courier service, charges prepaid; or (d) transmitted by electronic mail with confirmation of receipt, addressed as follows:

If to Calderwood & Harkness LLP:

Calderwood & Harkness LLP 1201 Market Street, Suite 2500 Wilmington, Delaware 19801

Attention: Marcus Delgado, Responsible Partner

and Catherine Bloom, Billing Partner

Email: mdelgado@calderwoodharkness.com / cbloom@calderwoodharkness.com

If to Pinnacle Economics Group LLC:

Pinnacle Economics Group LLC 590 Madison Avenue, 22nd Floor New York, New York 10022

Attention: Dr. Elena Marchetti, Managing Director

Email: emarchetti@pinnacleeconomics.com

Either party may change its address or contact information for notices by providing written notice to the other party in accordance with this Section.

10.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed signature page by electronic transmission (including portable document format (.pdf) or electronic signature services) shall be as effective as delivery of a manually executed original.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Expert Retention Agreement as of the date first set forth above.

CALDERWOOD & HARKNESS LLP

By: ________

Name: Marcus Delgado

Title: Partner, intellectual Property

Date: November 15, 2024

PINNACLE ECONOMICS GROUP LLC

By: ________

Name: Dr. Elena Marchetti

Title: Managing Director

Date: November 15, 2024

EXHIBIT A

SUMMARY OF LITIGATION BACKGROUND

Case Caption: Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc.

Case Number: 1:24-cv-00587-RGA

EXPERT RETENTION AGREEMENT
Dated as of November 15, 2024
Between
CALDERWOOD & HARKNESS LLP ("Firm" or "Retaining Counsel")
and
PINNACLE ECONOMICS GROUP LLC ("Expert Firm" or "Consultant")
Matter Reference: Calderwood & Harkness Matter No. 10294.0017
Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc. Case No. 1:24-cv-00587-RGA United States District Court for the District of Delaware
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EXPERT RETENTION AGREEMENT
This Expert Retention Agreement (this "Agreement") is entered into as of November 15, 2024 (the "Effective Date"), by and between:
CALDERWOOD & HARKNESS LLP, a limited liability partnership organized and existing under the laws of the State of New York, with offices at 1201 Market Street, Suite 2500, Wilmington, Delaware 19801 and 299 Park Avenue, 35th Floor, New York, New York 10171 (the "Firm" or "Retaining Counsel"),
and
PINNACLE ECONOMICS GROUP LLC, a limited liability company organized and existing under the laws of the State of New York, with offices at 590 Madison Avenue, 22nd Floor, New York, New York 10022 (the "Expert Firm" or "Consultant"), Attention: Dr. Elena Marchetti, Managing Director.
This Agreement relates to Calderwood & Harkness Matter No. 10294.0017, captioned Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA, pending in the United States District Court for the District of Delaware (the "Litigation").
RECITALS
WHEREAS, Calderwood & Harkness LLP represents Solstice Biomedical Devices Ltd., an Irish private limited company (CRO No. 648217), registered at Unit 14, Clonskeagh Business Park, Clonskeagh Road, Dublin 14, D14 YF28, Ireland, and its U.S. operating subsidiary, Solstice Biomedical, Inc., a Delaware corporation (EIN: 84-3291056), with principal offices at 3800 Concord Pike, Suite 410, Wilmington, Delaware 19803 (collectively, the "Client" or "Solstice"), in the above-captioned patent infringement action;
WHEREAS, the plaintiff in the Litigation, Apex Surgical Innovations, Inc. ("Apex"), a Delaware corporation with principal offices at 1220 North Market Street, Suite 550, Wilmington, Delaware 19801, has brought claims alleging that Solstice's PrecisionEdge™ line of laparoscopic trocar assemblies infringes three Apex utility patents;
WHEREAS, the patents asserted by Apex in the Litigation are:
(i) U.S. Patent No. 9,814,237 (the "'237 Patent"), entitled "Locking Seal Assembly for Minimally Invasive Surgical Access Device," issued November 14, 2017, with an expiration date of June 22, 2035, asserted Claims 1, 3, 7, and 12;
(ii) U.S. Patent No. 10,271,884 (the "'884 Patent"), entitled "Retractable Blade Deployment Mechanism for Trocar Systems," issued April 30, 2019, with an expiration date of September 15, 2036, asserted Claims 1, 2, 5, 9, and 14; and
(iii) U.S. Patent No. 10,932,105 (the "'105 Patent"), entitled "Integrated Insufflation Valve and Seal for Laparoscopic Trocar," issued March 2, 2021, with an expiration date of January 10, 2038, asserted Claims 1, 4, and 8;
WHEREAS, the named inventor on all three asserted patents is Dr. Raymond Szabo, Vice President of Engineering at Apex Surgical Innovations, Inc.;
WHEREAS, the products accused of infringement in the Litigation are:
(i) The PrecisionEdge™ PE-5000 Series (5 mm trocar assembly), accused of infringement under the '237 Patent and the '884 Patent;
(ii) The PrecisionEdge™ PE-12000 Series (12 mm trocar assembly), accused of infringement under all three asserted patents (the '237 Patent, the '884 Patent, and the '105 Patent); and
(iii) The PrecisionEdge™ PE-15000 Series (15 mm trocar assembly), accused of infringement under the '884 Patent and the '105 Patent;
WHEREAS, Apex is represented in the Litigation by Hargrove, Tate & Bennington LLP, 900 North King Street, Suite 1200, Wilmington, Delaware 19801 (Victoria Stanton, lead partner; Derek Loomis, associate);
WHEREAS, Apex has retained as its damages expert Hugh Danaher, CFA, Senior Managing Director of Keystone Valuation Advisors LLC, 1700 Market Street, Suite 3100, Philadelphia, Pennsylvania 19103;
WHEREAS, expert discovery is expected to open on or about January 13, 2025, with opening expert reports due in late January or February 2025, rebuttal expert reports due in early March 2025, and trial currently scheduled for September 30, 2025;
WHEREAS, the Firm seeks to retain Pinnacle Economics Group LLC and, through Pinnacle, Dr. Elena Marchetti, to serve as a damages expert on behalf of Solstice in the Litigation, to provide economic analysis, including a Georgia-Pacific reasonable royalty analysis (Georgia-Pacific Corp. v. United States Plywood Corp., 318 F. Supp. 1116 (S.D.N.Y. 1970)), in connection with the defense of Solstice against the infringement claims asserted by Apex; and
WHEREAS, Pinnacle Economics Group LLC and Dr. Marchetti are willing to accept the engagement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1: ENGAGEMENT AND SCOPE OF SERVICES
1.1 Retention of Expert
Calderwood & Harkness LLP hereby retains Pinnacle Economics Group LLC, through its Managing Director, Dr. Elena Marchetti, to provide expert economic and damages analysis services in connection with the Litigation, Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA, pending in the United States District Court for the District of Delaware. Dr. Marchetti will serve as the Firm's and the Client's designated damages expert and may be called upon to provide testimony at deposition and at trial in connection with the Litigation. The engagement shall be conducted in accordance with the terms, conditions, and scope described in this Agreement.
1.2 Scope of Services
The services to be provided by Pinnacle Economics Group LLC and Dr. Marchetti under this Agreement include, but are not limited to, the following:
(a) Damages Analysis. Analysis and quantification of damages, if any, attributable to the alleged infringement of the asserted patents (the '237 Patent, the '884 Patent, and the '105 Patent) by the accused PrecisionEdge™ PE-5000 Series, PE-12000 Series, and PE-15000 Series product lines. This analysis shall encompass a review of the relevant legal framework for patent damages under 35 U.S.C. § 284, as well as applicable Federal Circuit precedent governing reasonable royalty and lost profits analyses. The Expert Firm shall analyze the nature and extent of the alleged infringement, the economic value of the patented features, and the relationship, if any, between the patented technology and the commercial success of the accused products.
(b) Georgia-Pacific Reasonable Royalty Analysis. Application of the fifteen Georgia-Pacific factors set forth in Georgia-Pacific Corp. v. United States Plywood Corp., 318 F. Supp. 1116 (S.D.N.Y. 1970), to determine a reasonable royalty rate and royalty base for the patents at issue. This analysis shall include, without limitation: identification and analysis of comparable license agreements (whether entered into by Apex, Solstice, or third parties in the medical device and laparoscopic surgery fields); assessment of the parties' respective negotiating positions at a hypothetical negotiation as of the date of first infringement; evaluation of the economic relationship between the patented technology and the accused products; analysis of the commercial relationship between the parties as competitors in the minimally invasive surgical access device market; evaluation of the contribution of the patented features relative to the commercial value of the entire accused product; and consideration of any other factors relevant to the hypothetical negotiation.
(c) Royalty Base and Apportionment Analysis. Determination of the appropriate royalty base for the damages calculation, including analysis of the combined U.S. sales of the accused PrecisionEdge™ products for calendar years 2021 through 2024 (and any subsequent periods through trial). The analysis shall address apportionment of value attributable to the patented features versus unpatented features of the accused products, consistent with the Supreme Court's guidance in Garretson v. Clark, 111 U.S. 120 (1884), and the Federal Circuit's rulings in VirnetX, Inc. v. Sterling Reach Holdings, 767 F.3d 1308 (Fed. Cir. 2014), Ericsson, Inc. v. D-Link Systems, Inc., 773 F.3d 1201 (Fed. Cir. 2014), and their progeny. The Expert Firm shall evaluate whether the entire market value rule or a smaller, apportioned royalty base is appropriate for each accused product and each asserted patent.
(d) Review of Opposing Expert's Damages Analysis. Critical review and rebuttal of the damages opinions and methodology of Apex's damages expert, Hugh Danaher, CFA, of Keystone Valuation Advisors LLC. This review shall include analysis of Mr. Danaher's data sources, assumptions, economic methodology, application of the Georgia-Pacific factors, royalty base determination, and any comparable license analysis set forth in his opening expert report. The Expert Firm shall identify any errors, unsupported assumptions, or methodological deficiencies in Mr. Danaher's analysis and shall prepare a detailed rebuttal.
(e) Financial Data Review. Review and analysis of Solstice's financial records relating to the accused PrecisionEdge™ products, including but not limited to: revenues, cost of goods sold, gross margins, net sales figures, product-line profitability analyses, pricing data, distribution costs, customer data, and any other financial information relevant to the damages analysis. Additionally, the Expert Firm shall review and analyze Apex's financial data as produced in discovery, including any revenues, profitability data, licensing income, and royalty payment records relating to the asserted patents or comparable technologies.
(f) Expert Reports. Preparation and finalization of an opening expert report, and, if needed, a rebuttal expert report, each in compliance with the requirements of Federal Rule of Civil Procedure 26(a)(2)(B). Each report shall set forth a complete statement of all opinions Dr. Marchetti intends to express and the basis and reasons for each opinion; the facts or data considered by Dr. Marchetti in forming the opinions; any exhibits that will be used to summarize or support the opinions; Dr. Marchetti's qualifications, including a list of all publications authored in the previous ten years; a list of all other cases in which Dr. Marchetti has testified as an expert at trial or by deposition during the preceding four years; and a statement of the compensation to be paid for the study and testimony in the case.
(g) Deposition Testimony. Preparation for and participation in deposition testimony, if Dr. Marchetti is designated for deposition by opposing counsel or if either party seeks to take her testimony. The Expert Firm shall work cooperatively with the Firm's litigation team to prepare for deposition, including mock deposition sessions as deemed necessary by the Firm.
(h) Trial Testimony. Preparation for and provision of live trial testimony before the Court and jury, if the matter proceeds to trial. This shall include preparation of demonstrative exhibits, charts, graphs, and other visual aids to accompany Dr. Marchetti's testimony. The Expert Firm shall participate in pre-trial preparation sessions, mock examinations, and any other preparatory activities as reasonably requested by the Firm.
(i) Settlement Support. If requested by the Firm, the Expert Firm shall provide economic analysis and valuation support in connection with settlement negotiations between Solstice and Apex, including analysis of reasonable royalty benchmarks, licensing comparables, the range of potential damages outcomes at trial, and the economic value of a settlement relative to continued litigation. Any settlement-related analysis shall be treated as attorney work product and shall not be disclosed to any party absent the express written authorization of Calderwood & Harkness LLP.
(j) Consultation. General consultation with the Firm's litigation team on damages-related issues as they arise during the course of the Litigation, including assistance with discovery strategy relating to damages issues, review of relevant documents and data, and provision of informal guidance on economic and financial matters relevant to the case.
1.3 Key Personnel
Dr. Elena Marchetti, Managing Director of Pinnacle Economics Group LLC, shall serve as the lead expert and signatory on all expert reports submitted in connection with the Litigation. Dr. Marchetti shall have personal, substantive involvement in all material aspects of the engagement, including all analytical work, the development and formulation of opinions, the drafting and finalization of expert reports, and the delivery of any deposition or trial testimony.
Dr. Marchetti may be assisted by professional staff of Pinnacle Economics Group LLC, including senior associates, associates, and analysts, in performing supporting analytical work, data compilation, financial modeling, and research. Notwithstanding any such delegation, Dr. Marchetti shall retain personal responsibility for, and direct supervision of, all work product generated under this Agreement. All opinions expressed in expert reports and in testimony shall be Dr. Marchetti's own opinions, independently formed and based upon her own professional judgment and expertise.
Any substitution of the lead expert requires the prior written consent of Calderwood & Harkness LLP. In the event that Dr. Marchetti becomes unable to fulfill her obligations under this Agreement due to illness, incapacity, or other unforeseen circumstances, Pinnacle shall promptly notify the Firm, and the parties shall confer in good faith regarding an appropriate course of action, including possible substitution of an alternative expert acceptable to the Firm.
1.4 Calderwood & Harkness Engagement Team
The primary Firm contacts for this engagement shall be as follows:
Marcus Delgado, Responsible Partner, intellectual Property Group, Calderwood & Harkness LLP. Mr. Delgado serves as lead trial counsel for Solstice in the Litigation and has overall supervisory responsibility for the engagement.
Catherine Bloom, Billing Partner, intellectual Property Group, Calderwood & Harkness LLP. Ms. Bloom is responsible for budgetary matters, billing inquiries, and expense approvals.
Christy Bauer, Lead Associate, intellectual Property Group, Calderwood & Harkness LLP. Ms. Bauer serves as the primary day-to-day liaison between the Firm and Pinnacle Economics Group LLC.
Peter Vassiliev, Working Associate, intellectual Property Group, Calderwood & Harkness LLP. Mr. Vassiliev provides additional day-to-day coordination support and assists with the assembly and transmission of discovery materials and financial data.
Day-to-day coordination for the engagement will be handled primarily by Christy Bauer and Peter Vassiliev. All communications from Pinnacle regarding substantive analytical issues, engagement scope, scheduling, and report preparation should be directed to Christy Bauer in the first instance, with copies to Peter Vassiliev. Budgetary and invoicing communications should be directed to Catherine Bloom.
SECTION 2: COMPENSATION AND BILLING
2.1 Hourly Rates
Pinnacle Economics Group LLC shall be compensated for services rendered under this Agreement at the following hourly rates:
(a) Dr. Elena Marchetti, Managing Director: Eight Hundred Fifty Dollars ($850.00) per hour.
(b) Supporting professional staff of Pinnacle Economics Group LLC: Rates to be agreed upon in writing in advance of any work performed by such staff, with the expected range being Three Hundred Fifty Dollars ($350.00) to Six Hundred Fifty Dollars ($650.00) per hour depending on the seniority, qualifications, and experience of the individual professional. A schedule of the agreed-upon rates for specific individuals shall be set forth in Exhibit B to this Agreement and updated as additional personnel are assigned.
All rates set forth herein are effective as of the Effective Date of this Agreement and shall remain in effect unless adjusted by Pinnacle upon not less than thirty (30) days' prior written notice to Calderwood & Harkness LLP. Any such adjustment shall apply only to services rendered after the effective date of the rate change and shall not be applied retroactively to services previously rendered or invoiced. Rate adjustments shall not exceed five percent (5%) per annum without the Firm's prior written consent.
2.2 Billing and Invoicing
Pinnacle Economics Group LLC shall submit monthly invoices to Calderwood & Harkness LLP, addressed to Catherine Bloom, Billing Partner, at the Firm's Wilmington, Delaware office, referencing Calderwood & Harkness Matter No. 10294.0017. Invoices shall be submitted within fifteen (15) days following the end of each calendar month in which services are rendered. Each invoice shall include the following information:
(a) An itemized description of the services performed during the billing period, described with sufficient specificity to permit meaningful review by the Firm and, if applicable, by the Client's insurance carrier;
(b) The date on which each service was performed;
(c) The identity and title of the individual performing each service;
(d) The number of hours expended on each service, recorded in increments of one-tenth (0.1) of an hour;
(e) The applicable hourly rate for each individual; and
(f) The total fees for the billing period, calculated as the product of hours and applicable rates.
Invoices shall separately itemize all reimbursable expenses as described in Section 2.3 below, with supporting documentation (receipts, itineraries, or other evidence of expenditure) attached or available upon request.
2.3 Expenses.  Reasonable out-of-pocket expenses incurred by Pinnacle Economics Group LLC in connection with the engagement are reimbursable by Calderwood & Harkness LLP. Reimbursable expenses include, but are not limited to, the following:
(a) Travel expenses, including economy-class airfare (or business class for flights exceeding four hours), ground transportation (taxi, car service, or rental car), hotel accommodations, and reasonable meal expenses incurred during travel;
(b) Document reproduction and printing costs;
(c) Database access fees and subscription costs for financial, economic, or patent databases used in connection with the engagement;
(d) Specialized software costs, including any licensing fees for econometric, financial modeling, or data analysis software not otherwise available as part of Pinnacle's standard infrastructure;
(e) Courier, express delivery, and postage charges; and
(f) Any other out-of-pocket costs directly attributable to the engagement and agreed upon by the Firm in advance.
Any single expense item exceeding Two Thousand Five Hundred Dollars ($2,500.00) shall require prior written approval from Catherine Bloom or Marcus Delgado before the expense is incurred. All travel expenses, regardless of amount, shall be pre-approved in writing by the Firm. Pinnacle shall exercise reasonable economy in incurring expenses and shall adhere to the Firm's travel and expense guidelines, which shall be provided to Pinnacle upon request.
2.4 Payment Terms
Payment of invoices submitted by Pinnacle Economics Group LLC shall be due within thirty (30) calendar days of receipt by Calderwood & Harkness LLP. Calderwood & Harkness LLP is the party solely responsible for payment of all fees and expenses under this Agreement. There is no direct billing relationship between Pinnacle Economics Group LLC and Solstice Biomedical Devices Ltd. or Solstice Biomedical, Inc. Pinnacle's sole recourse for payment under this Agreement is against Calderwood & Harkness LLP. In the event of a dispute regarding any portion of an invoice, the Firm shall promptly notify Pinnacle of the disputed amount and the basis for the dispute, and the undisputed portion of the invoice shall remain due and payable in accordance with this Section.
2.5 Budget Estimate
The parties anticipate that total professional fees for the engagement through trial preparation will be in the range of Seventy-Five Thousand Dollars ($75,000.00) to One Hundred Twenty-Five Thousand Dollars ($125,000.00), depending on the scope and volume of discovery, the complexity of the opposing expert's damages analysis and the corresponding rebuttal work required, the extent of deposition and trial preparation activities, and whether the matter ultimately proceeds to trial. This estimate is provided for planning purposes only, is non-binding, and shall not be construed as a cap on fees or as a guarantee of the total cost of the engagement. Actual fees will be determined by the applicable hourly rates and the time reasonably expended in connection with the engagement. The Expert Firm shall promptly notify the Firm if it appears that total fees are likely to exceed the upper end of the estimated range, and the parties shall confer regarding the scope and prioritization of remaining work.
2.6 Insurance Context
For informational purposes only, and without creating any obligation or right on the part of Pinnacle Economics Group LLC, the parties note the following: Solstice maintains intellectual property litigation insurance with Halcyon Specialty Insurance Co. (the "Insurer"), under Policy No. HSI-IP-2023-04891, which provides coverage for defense fees and costs (including expert fees and expenses) incurred in connection with covered patent infringement claims, subject to the following applicable limits and retention:
(a) Self-Insured Retention: Two Hundred Fifty Thousand Dollars ($250,000.00);
(b) Per-Occurrence Limit: Five Million Dollars ($5,000,000.00); and
(c) Aggregate Limit: Ten Million Dollars ($10,000,000.00).
Expert fees and expenses incurred under this Agreement are expected to constitute reimbursable defense costs under the Halcyon policy, and the Insurer may require submission of invoices or billing summaries for review and approval in connection with coverage determinations. Notwithstanding the foregoing, Pinnacle's sole recourse for payment of fees and expenses under this Agreement is against Calderwood & Harkness LLP, and no provision of this Section shall be construed as creating a direct obligation of the Insurer or the Client to Pinnacle, or as conditioning Pinnacle's right to payment upon the availability or approval of insurance coverage.
SECTION 3: CONFIDENTIALITY
3.1 Confidential Information Defined
All information, documents, data, materials, analyses, and communications provided to Pinnacle Economics Group LLC by Calderwood & Harkness LLP, by Solstice Biomedical Devices Ltd. or Solstice Biomedical, Inc., or by any other party in connection with the Litigation, whether designated as "confidential," "highly confidential," "attorneys' eyes only," or otherwise, and whether provided in written, electronic, oral, or other form, shall be treated by Pinnacle as confidential information (collectively, "Confidential Information").
Confidential Information includes, but is not limited to, the following:
(a) Solstice's financial data, including but not limited to product-level revenue figures, cost of goods sold, gross margins, net sales, pricing information, customer lists, distribution data, and product-line profitability analyses for the accused PrecisionEdge™ products;
(b) discovery materials produced in the Litigation, including documents produced by Apex bearing Bates numbers APEX-000001 through APEX-031450, documents produced by Solstice bearing Bates numbers SBD-000001 through SBD-048217, and any subsequently produced documents;
(c) Expert reports prepared by any party's experts, including the report and underlying data of Apex's damages expert, Hugh Danaher, CFA, of Keystone Valuation Advisors LLC;
(d) Deposition transcripts and exhibits;
(e) Pleadings, motions, briefs, and court orders not otherwise publicly available;
(f) Attorney work product, litigation strategies, legal analyses, and attorney-client communications shared with Pinnacle in connection with the engagement; and
(g) Any other information, data, or materials that the Firm identifies as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
3.2 Obligations.  Pinnacle Economics Group LLC shall use Confidential Information solely for the purpose of performing services under this Agreement and shall not use Confidential Information for any other purpose, including any personal, commercial, or competitive purpose. Pinnacle shall not disclose Confidential Information to any third party, including any other client, colleague, or affiliate of Pinnacle, except as specifically required by court order or as authorized in advance in writing by Calderwood & Harkness LLP.
Pinnacle shall limit access to Confidential Information within its organization to those individuals who have a need to know the information in connection with the performance of services under this Agreement. Pinnacle shall ensure that all personnel who have access to Confidential Information are informed of the confidential nature of the information and are bound by obligations of confidentiality no less restrictive than those set forth in this Agreement.
Pinnacle shall comply with any Protective Order, Confidentiality Order, Stipulated Protective Order, or other order governing the treatment of confidential information entered by the Court in Case No. 1:24-cv-00587-RGA (the "Protective Order"). Dr. Marchetti and any Pinnacle staff member who will have access to information designated as "Confidential" or "Highly Confidential — Attorneys' Eyes Only" (or any equivalent designation) under the Protective Order shall execute any required undertakings, acknowledgments, or certifications as required by the terms of the Protective Order prior to receiving access to such information. The Firm shall provide Pinnacle with a copy of the Protective Order promptly upon its entry.
3.3 Return / Destruction of Materials
Upon the conclusion of the engagement, or at any time upon the written request of Calderwood & Harkness LLP, Pinnacle Economics Group LLC shall promptly return to the Firm, or at the Firm's election destroy, all Confidential Information in its possession, custody, or control, including all copies, excerpts, summaries, notes, and analyses derived from Confidential Information, in whatever form or medium. Within thirty (30) days of such return or destruction, Pinnacle shall provide a written certification, signed by Dr. Marchetti, confirming that all Confidential Information has been returned or destroyed in accordance with this Section.
The obligation to return or destroy Confidential Information shall be subject to: (i) any retention requirements imposed by applicable law, professional ethical rules, or court order; (ii) any obligation to retain copies of Pinnacle's final expert report(s) and supporting work papers as may be required for purposes of the Litigation or any appeal; and (iii) Pinnacle's customary document retention and archiving practices to the extent consistent with the terms of the Protective Order. Any Confidential Information retained pursuant to this paragraph shall remain subject to the confidentiality obligations set forth in this Agreement and in the Protective Order for so long as it is retained.
SECTION 4: WORK PRODUCT AND PRIVILEGE
4.1 Attorney Work Product
The parties acknowledge and agree that the engagement described in this Agreement has been undertaken in anticipation of litigation and that the work product prepared by Pinnacle Economics Group LLC at the direction of Calderwood & Harkness LLP in connection with the Litigation may be protected by the attorney work product doctrine as set forth in Federal Rule of Civil Procedure 26(b)(3) and applicable case law. Draft expert reports, internal analyses, preliminary calculations, working papers, notes, memoranda, and communications between Pinnacle and the Firm prepared in anticipation of litigation are intended to be, and shall be treated as, protected work product to the maximum extent permitted by applicable law. Neither party shall take any action that would waive or undermine any applicable work product protection without the prior written consent of the other party.
4.2 Expert Report Disclosures
The parties acknowledge that Dr. Marchetti's final expert report and, if applicable, rebuttal expert report, once served upon opposing counsel, will be subject to the mandatory disclosure requirements of Federal Rule of Civil Procedure 26(a)(2)(B). Such disclosures will include: a complete statement of all opinions Dr. Marchetti will express and the basis and reasons for each opinion; the facts or data considered by Dr. Marchetti in forming the opinions; any exhibits that will be used to summarize or support the opinions; a statement of Dr. Marchetti's qualifications, including a list of all publications authored in the previous ten years; a list of all other cases in which Dr. Marchetti has testified as an expert at trial or by deposition during the preceding four years; and a statement of the compensation to be paid for Dr. Marchetti's study and testimony in the case.
Notwithstanding the foregoing, draft expert reports, including all drafts and revisions of the opening report and rebuttal report, are protected under Federal Rule of Civil Procedure 26(b)(4)(B) and shall not be disclosed, discoverable, or producible absent a court order specifically compelling such disclosure. The parties shall take all reasonable steps to preserve the protected status of draft reports, including maintaining such drafts in secure, segregated files and limiting access to counsel and authorized Pinnacle personnel.
4.3 Communications.  Communications between Calderwood & Harkness attorneys and Dr. Marchetti relating to the substance of Dr. Marchetti's expert opinions are protected under Federal Rule of Civil Procedure 26(b)(4)(C) and shall not be discoverable or producible, except to the extent that such communications:
(a) identify facts or data that the Firm's attorneys provided to Dr. Marchetti and that Dr. Marchetti considered in forming her opinions; or
(b) identify assumptions that the Firm's attorneys provided to Dr. Marchetti and that Dr. Marchetti relied upon in forming her opinions.
The parties shall exercise care to maintain the protected status of their communications. Dr. Marchetti and Pinnacle personnel shall refrain from creating or maintaining notes or records of communications with Firm attorneys in a manner that would unnecessarily risk disclosure of protected content. The Firm shall advise Dr. Marchetti regarding appropriate practices for preserving the protection afforded by Rule 26(b)(4)(C).
SECTION 5: INDEPENDENCE AND CONFLICTS
5.1 Expert Independence
Pinnacle Economics Group LLC and Dr. Elena Marchetti represent and warrant that they are independent of both Solstice Biomedical Devices Ltd. and Solstice Biomedical, Inc., on the one hand, and Apex Surgical Innovations, Inc., on the other hand. Neither Pinnacle nor Dr. Marchetti has any financial interest, equity ownership, board membership, advisory relationship, or other material economic interest in Solstice, Apex, or any affiliate of either party, and neither Pinnacle nor Dr. Marchetti has any financial interest in the outcome of the Litigation, other than the professional fees and expenses payable under this Agreement. The opinions to be expressed by Dr. Marchetti in connection with the Litigation shall be her own independent, professionally formed opinions, not influenced by any financial incentive or relationship other than the compensation described herein.
5.2 Conflict Check
Pinnacle Economics Group LLC represents and warrants that it has conducted an internal conflicts check consistent with its standard professional practices and confirms that, as of the Effective Date, neither Dr. Marchetti nor any other Pinnacle professional currently assigned to or expected to be assigned to this engagement has a current or prior engagement with any of the following parties or persons that would create a conflict of interest or impair the credibility, objectivity, or admissibility of Dr. Marchetti's testimony in the Litigation:
(a) Apex Surgical Innovations, Inc.;
(b) Hargrove, Tate & Bennington LLP;
(c) Keystone Valuation Advisors LLC;
(d) Hugh Danaher, CFA;
(e) Dr. Calvin Ng; and
(f) Veltrano Polytechnic Institute.
Pinnacle shall promptly notify Calderwood & Harkness LLP if, at any time during the term of this Agreement, Pinnacle becomes aware of any facts or circumstances that could give rise to an actual or potential conflict of interest.
5.3 Disclosure of Prior Engagements
Pinnacle Economics Group LLC shall promptly disclose to Calderwood & Harkness LLP any prior or concurrent engagement, consulting relationship, or professional affiliation that may create an appearance of conflict or that could reasonably be raised to challenge the independence, credibility, or objectivity of Dr. Marchetti in connection with the Litigation. During the term of this Agreement, Pinnacle shall not accept any engagement adverse to Solstice Biomedical Devices Ltd., Solstice Biomedical, Inc., or Calderwood & Harkness LLP relating to the same patents, accused products, or subject matter as the Litigation, without the prior written consent of Calderwood & Harkness LLP.
SECTION 6: EXPERT QUALIFICATIONS
6.1 Summary of Qualifications
Dr. Elena Marchetti is the Managing Director and a founding principal of Pinnacle Economics Group LLC, a leading damages and valuation consulting firm based in New York, New York. Pinnacle provides expert economic analysis services to law firms and corporations in connection with complex commercial litigation, intellectual property disputes, antitrust matters, and regulatory proceedings.
Dr. Marchetti holds a Ph.D. in Economics from Columbia University and a B.A. in Economics (summa cum laude) from Georgetown University. She specializes in intellectual property damages analysis, with particular expertise in Georgia-Pacific reasonable royalty analysis, lost profits calculations under the Panduit test, entire market value rule and apportionment analyses, FRAND/SEP royalty determinations, and patent valuation in the medical device and life sciences sectors. Dr. Marchetti has extensive experience analyzing damages in cases involving surgical instruments, implantable devices, diagnostic equipment, pharmaceutical formulations, and biotechnology products.
Dr. Marchetti has served as a testifying expert in over forty (40) patent damages cases in the United States District Courts, the United States International Trade Commission, and domestic and international arbitrations. She has been qualified by courts as an expert in the fields of economics, financial analysis, and intellectual property damages. Her testimony has been credited by courts in published opinions, and her reports have been cited in connection with claim construction, summary judgment, and post-trial proceedings.
In addition to her consulting practice, Dr. Marchetti is an Adjunct Professor of Economics at New York University, where she teaches graduate-level courses in industrial organization and the economics of intellectual property. She is a frequent speaker at conferences of the American Bar Association, the Federal Circuit Bar Association, the Licensing Executives Society, and the American intellectual Property Law Association. She has published articles in peer-reviewed journals and trade publications on topics including reasonable royalty methodology, the economics of patent licensing, and damages apportionment.
A full curriculum vitae setting forth Dr. Marchetti's education, professional experience, publications, and other qualifications will be appended to her expert report in accordance with the disclosure requirements of Federal Rule of Civil Procedure 26(a)(2)(B).
6.2 Prior Testimony
A complete list of all cases in which Dr. Marchetti has testified as an expert at deposition or at trial within the preceding four (4) years will be prepared and appended to her expert report pursuant to Federal Rule of Civil Procedure 26(a)(2)(B)(v). Dr. Marchetti represents that the information contained in such list will be complete, accurate, and current as of the date of service of the report.
SECTION 7: TERM AND TERMINATION
7.1 Term.  This Agreement is effective as of the Effective Date, November 15, 2024, and shall continue in full force and effect until the earliest to occur of:
(a) the final resolution of the Litigation, including any post-trial motions, appeals, remands, or other proceedings arising therefrom, and the satisfaction or resolution of any obligations arising from a final judgment or settlement;
(b) written termination of this Agreement by either party pursuant to Section 7.2 below; or
(c) mutual written agreement of the parties to terminate this Agreement.
7.2 Termination.  Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party, delivered in accordance with Section 10.5 of this Agreement. Such notice shall specify the effective date of termination. No reason need be stated for such termination.
In the event of termination by either party, Pinnacle Economics Group LLC shall be entitled to full compensation for all services rendered and all reimbursable expenses incurred through and including the effective date of termination, in accordance with the terms of Section 2 of this Agreement. Pinnacle shall submit a final invoice within thirty (30) days following the effective date of termination.
Upon termination, Pinnacle shall cooperate with the Firm in an orderly transition of the engagement, including the delivery of all completed and in-progress work product to the Firm. The confidentiality, work product, and related obligations set forth in Sections 3 and 4 of this Agreement shall survive any termination or expiration of this Agreement and shall continue in full force and effect indefinitely.
7.3 Survival.  The following provisions of this Agreement shall survive the termination or expiration of this Agreement for any reason:
(a) Section 3 (Confidentiality);
(b) Section 4 (Work Product and Privilege);
(c) Section 5 (Independence and Conflicts), to the extent applicable to post-termination obligations; and
(d) Section 9 (Indemnification and Limitation of Liability).
In addition, any provisions of this Agreement that by their nature are intended to survive termination, including the obligation to return or destroy Confidential Information, shall survive and remain enforceable.
SECTION 8: RELATIONSHIP OF THE PARTIES
Pinnacle Economics Group LLC is retained under this Agreement as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, principal-agent, joint venture, partnership, or any other relationship between Pinnacle and Calderwood & Harkness LLP or between Pinnacle and Solstice Biomedical Devices Ltd. or Solstice Biomedical, Inc. Pinnacle shall have no authority to act on behalf of, bind, or commit the Firm or the Client in any manner whatsoever.
Pinnacle Economics Group LLC shall be solely responsible for the compensation, benefits, taxes, and insurance of its employees and personnel. All compensation received by Pinnacle under this Agreement shall be reported by Pinnacle as income of the Expert Firm, and Pinnacle shall be solely responsible for the payment of all federal, state, and local income taxes, self-employment taxes, unemployment taxes, and any other taxes or contributions arising from the compensation received under this Agreement. Calderwood & Harkness LLP shall not withhold any taxes from payments made to Pinnacle and shall issue a Form 1099-NEC or other applicable tax reporting form to Pinnacle to the extent required by law.
SECTION 9: INDEMNIFICATION AND LIMITATION OF LIABILITY
9.1 Indemnification by Pinnacle
Pinnacle Economics Group LLC shall indemnify, defend, and hold harmless Calderwood & Harkness LLP, Solstice Biomedical Devices Ltd., Solstice Biomedical, Inc., and their respective partners, members, directors, officers, employees, and agents (collectively, the "Indemnified Parties") from and against any and all third-party claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or resulting from Pinnacle's breach of the confidentiality obligations set forth in Section 3 of this Agreement. This indemnification obligation shall survive the termination or expiration of this Agreement.
9.2 Limitation of Liability
Except in cases of willful misconduct, gross negligence, or breach of the confidentiality obligations set forth in Section 3 of this Agreement, in no event shall either party's aggregate liability to the other party under this Agreement, whether in contract, tort, or otherwise, exceed the total amount of professional fees actually paid or payable by Calderwood & Harkness LLP to Pinnacle Economics Group LLC under this Agreement.
In no event shall either party be liable to the other party for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with this Agreement, including but not limited to damages for lost profits, loss of business opportunity, loss of data, or reputational harm, regardless of whether such damages were foreseeable or whether such party was advised of the possibility of such damages. This limitation shall not apply to breaches of the confidentiality obligations under Section 3 or to indemnification obligations under Section 9.1.
SECTION 10: MISCELLANEOUS
10.1 Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any principles of conflict of laws that would cause the application of the laws of any other jurisdiction. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for the resolution of any disputes arising out of or relating to this Agreement.
10.2 Entire Agreement
This Agreement, including all exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, proposals, and oral or written agreements and understandings between the parties relating to the retention of Pinnacle Economics Group LLC and Dr. Elena Marchetti as expert consultants in connection with the Litigation. No prior draft, correspondence, or discussion between the parties shall be admissible to contradict, vary, or supplement the terms of this Agreement.
10.3 Amendments.  No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless set forth in a writing specifically referencing this Agreement and signed by authorized representatives of both Calderwood & Harkness LLP and Pinnacle Economics Group LLC. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach or of any other provision.
10.4 Assignment.  Pinnacle Economics Group LLC may not assign, delegate, transfer, or subcontract this Agreement, or any of its rights, interests, or obligations hereunder, in whole or in part, to any third party without the prior written consent of Calderwood & Harkness LLP. Any attempted assignment or delegation in violation of this Section shall be void and of no effect. Calderwood & Harkness LLP may assign this Agreement in connection with a merger, reorganization, or successor arrangement involving the Firm upon written notice to Pinnacle.
10.5 Notices.  All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by certified or registered mail, return receipt requested, postage prepaid; (c) sent by nationally recognized overnight courier service, charges prepaid; or (d) transmitted by electronic mail with confirmation of receipt, addressed as follows:
If to Calderwood & Harkness LLP:
Calderwood & Harkness LLP 1201 Market Street, Suite 2500 Wilmington, Delaware 19801
Attention: Marcus Delgado, Responsible Partner
and Catherine Bloom, Billing Partner
Email: mdelgado@calderwoodharkness.com / cbloom@calderwoodharkness.com
If to Pinnacle Economics Group LLC:
Pinnacle Economics Group LLC 590 Madison Avenue, 22nd Floor New York, New York 10022
Attention: Dr. Elena Marchetti, Managing Director
Email: emarchetti@pinnacleeconomics.com
Either party may change its address or contact information for notices by providing written notice to the other party in accordance with this Section.
10.6 Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed signature page by electronic transmission (including portable document format (.pdf) or electronic signature services) shall be as effective as delivery of a manually executed original.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Expert Retention Agreement as of the date first set forth above.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Marcus Delgado
Title: Partner, intellectual Property
Date: November 15, 2024
PINNACLE ECONOMICS GROUP LLC
By: ________
Name: Dr. Elena Marchetti
Title: Managing Director
Date: November 15, 2024
EXHIBIT A
SUMMARY OF LITIGATION BACKGROUND
Case Caption: Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc.
Case Number: 1:24-cv-00587-RGA
Court: United States District Court for the District of Delaware
Presiding Judge: Chief Judge Richard G. Andrews
Procedural History.  Apex Surgical Innovations, Inc. ("Apex") filed its Complaint for Patent Infringement on May 9, 2024, alleging that Solstice Biomedical, Inc. ("Solstice") infringed three Apex utility patents through the manufacture, importation, sale, offer for sale, and use of Solstice's PrecisionEdge™ line of laparoscopic trocar assemblies in the United States. The Complaint asserted infringement of U.S. Patent Nos. 9,814,237, 10,271,884, and 10,932,105 and sought damages, including a reasonable royalty and/or lost profits, as well as injunctive relief.
Solstice Biomedical, Inc., through Calderwood & Harkness LLP, filed its Answer and Counterclaims on June 14, 2024. In its Answer, Solstice asserted the following affirmative defenses: (i) non-infringement of the asserted claims of the '237, '884, and '105 Patents; (ii) invalidity of the asserted claims under 35 U.S.C. §§ 102 and 103 (anticipation and obviousness); and (iii) inequitable conduct in connection with the prosecution of the asserted patents before the United States Patent and Trademark Office. In its Counterclaims, Solstice sought a declaratory judgment of non-infringement and invalidity of the asserted patents.
Claim Construction.  The Markman Hearing was held on November 18, 2024, before Chief Judge Andrews. The Claim Construction Order was issued on December 6, 2024. The Court construed nine (9) disputed claim terms. Five (5) claim terms were construed in a manner favorable to Solstice, and four (4) claim terms were construed in a manner favorable to Apex. The specific constructions are set forth in the Claim Construction Order (Dkt. No. [to be inserted upon filing]) and are available from the Firm upon request.
Expert discovery and Trial Schedule
Expert discovery is scheduled to open on or about January 13, 2025. Opening expert reports on damages and liability are anticipated to be due in late January or February 2025. Rebuttal expert reports are anticipated to be due in early March 2025. The specific dates will be confirmed upon entry of an amended scheduling order or by agreement of the parties.
Trial is currently scheduled to commence on September 30, 2025.
Key Financial Data for Damages Analysis
The following financial data is relevant to the damages analysis to be performed under this Agreement:
Combined U.S. Sales of Accused PrecisionEdge™ Products (Calendar Years 2021 through Q3 2024):
Weighted Average Gross Margin on Accused Products: 61.3%
Apex FY 2023 Revenue (Estimated): Approximately $312,000,000
Solstice FY 2023 Group Revenue: €187,400,000 (unaudited, consolidated group-level revenue for Solstice Biomedical Devices Ltd. and subsidiaries)
Opposing Expert.  Apex has retained as its damages expert Hugh Danaher, CFA, Senior Managing Director of Keystone Valuation Advisors LLC, 1700 Market Street, Suite 3100, Philadelphia, Pennsylvania 19103. Mr. Danaher is expected to present a reasonable royalty damages analysis and to claim a reasonable royalty in the range of tens of millions of dollars. The specific amount of Mr. Danaher's damages claim will be determined upon service of his opening expert report, which is anticipated in February 2025.
EXHIBIT B
SCHEDULE OF BILLING RATES
The following schedule sets forth the agreed-upon hourly rates for professional personnel of Pinnacle Economics Group LLC who may perform services under this Agreement. All rates are effective as of November 15, 2024.
Notes:
1.  The identities, titles, and agreed-upon hourly rates for additional Pinnacle professional staff shall be confirmed in writing between Pinnacle and Calderwood & Harkness LLP prior to any such personnel commencing work on the engagement. Upon agreement, this Exhibit B shall be updated to reflect the additional personnel and their rates.
2.  Supporting professional staff hourly rates are expected to fall within the range of $350.00 to $650.00 per hour, depending on the seniority, qualifications, and experience of the individual professional.
3.  All rates are subject to annual adjustment upon not less than thirty (30) days' prior written notice from Pinnacle Economics Group LLC to Calderwood & Harkness LLP. Any rate adjustment shall apply only to services rendered after the effective date of the adjustment and shall not be applied retroactively. Annual rate increases shall not exceed five percent (5%) without the Firm's prior written consent.
4.  Billing increments: All time shall be recorded and billed in increments of one-tenth (0.1) of an hour.
5.  This schedule forms part of the Expert Retention Agreement dated November 15, 2024, between Calderwood & Harkness LLP and Pinnacle Economics Group LLC and is subject to all terms and conditions of that Agreement.
CONFIDENTIAL — SUBJECT TO ATTORNEY-CLIENT PRIVILEGE AND ATTORNEY WORK PRODUCT PROTECTION
Fiscal Year | U.S. Sales of Accused Products
FY 2021 | $12,100,000
FY 2022 | $17,800,000
FY 2023 | $22,400,000
FY 2024 (through September 30, 2024) | $22,300,000
Total (CY 2021 – Q3 2024) | $74,600,000
Professional | Title | Hourly Rate
Dr. Elena Marchetti | Managing Director | $850.00
Senior Associate (to be designated) | Senior Associate / Vice President | To be agreed in writing
Associate / Analyst (to be designated) | Associate / Analyst | To be agreed in writing

EXPERT RETENTION AGREEMENT

EXPERT RETENTION AGREEMENT

RECITALS

SECTION 1: ENGAGEMENT AND SCOPE OF SERVICES

SECTION 2: COMPENSATION AND BILLING

SECTION 3: CONFIDENTIALITY

SECTION 4: WORK PRODUCT AND PRIVILEGE

SECTION 5: INDEPENDENCE AND CONFLICTS

SECTION 6: EXPERT QUALIFICATIONS

SECTION 7: TERM AND TERMINATION

SECTION 8: RELATIONSHIP OF THE PARTIES

SECTION 9: INDEMNIFICATION AND LIMITATION OF LIABILITY

SECTION 10: MISCELLANEOUS

SIGNATURES

CALDERWOOD & HARKNESS LLP

PINNACLE ECONOMICS GROUP LLC

EXHIBIT A

SUMMARY OF LITIGATION BACKGROUND

Record

Parties

Dates

Amounts