EXHIBIT F
AGREED JOINT PUBLIC STATEMENT
Exhibit F to the Settlement Agreement and Mutual Release dated June 16, 2025 (the "Settlement Agreement") by and among Solstice Biomedical Devices Ltd., Solstice Biomedical, Inc., and Apex Surgical Innovations, Inc.
June 16, 2025
Preamble
This Agreed Joint Public Statement (this "Exhibit F") is attached as Exhibit F to, and is incorporated by reference into, the Settlement Agreement and Mutual Release dated as of June 16, 2025 (the "Settlement Agreement"), entered into by and among:
(a) Solstice Biomedical Devices Ltd., a private limited company organized under the laws of Ireland (Companies Registration Office No. 648217), with its registered office at Unit 14, Clonskeagh Business Park, Clonskeagh Road, Dublin 14, D14 YF28, Ireland ("Solstice Ireland");
(b) Solstice Biomedical, Inc., a Delaware corporation (EIN: 84-3291056), with principal offices at 3800 Concord Pike, Suite 410, Wilmington, Delaware 19803 ("Solstice US" and, together with Solstice Ireland, the "Solstice Parties"); and
(c) Apex Surgical Innovations, Inc., a Delaware corporation (EIN: 51-0483762), with principal offices at 1220 North Market Street, Suite 550, Wilmington, Delaware 19801 ("Apex" and, together with the Solstice Parties, the "Parties," and each individually a "Party").
The Settlement Agreement resolves the patent infringement action captioned Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA, currently pending in the United States District Court for the District of Delaware (the "Action"). Capitalized terms used but not otherwise defined in this Exhibit F shall have the meanings ascribed to them in the Settlement Agreement.
This Agreed Joint Public Statement has been prepared and agreed upon by the Parties in accordance with Section 12.1 (Confidentiality) of the Settlement Agreement, which requires that any public disclosure concerning the settlement of the Action be limited exclusively to the verbatim text set forth in Section 1 below. The Parties acknowledge that the terms of the Settlement Agreement are confidential and that strict adherence to the limitations on public disclosure contained herein is a material inducement for each Party's entry into the Settlement Agreement. No Party shall make, authorize, or permit any public statement concerning the resolution of the Action other than in the manner and to the extent expressly authorized by this Exhibit F.
1. Text of the Agreed Joint Public Statement
The following constitutes the exclusive, agreed-upon statement (the "Agreed Statement") to be used by either Party (or such Party's respective counsel, officers, directors, employees, agents, or other authorized representatives) when making any public statement, press release, response to media inquiry, response to investor or analyst inquiry, or other public communication of any kind regarding the resolution of the Action:
> "Solstice Biomedical Devices Ltd. and Apex Surgical Innovations, Inc. jointly announce that the patent infringement matter captioned Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA, in the United States District Court for the District of Delaware, has been resolved on mutually agreeable terms. The parties will have no further comment on the matter."
The Parties shall use the Agreed Statement in its entirety and without alteration, abbreviation, paraphrase, or supplementation. No Party shall add any commentary, editorial gloss, characterization of the settlement terms, or expression of opinion regarding the merits of the claims or defenses asserted in the Action when delivering or referencing the Agreed Statement. If the Agreed Statement is included in a broader document (such as a periodic report, earnings release, or investor presentation), it shall be reproduced verbatim and shall not be accompanied by any additional language that discloses or implies the specific terms or conditions of the Settlement Agreement.
2. Restrictions on Additional Disclosure
2.1 General Prohibition. Neither Party shall issue, authorize, cause to be issued, or permit to be issued on its behalf any press release, public filing (including any filing with the United States Securities and Exchange Commission or any foreign securities regulatory authority), social media post, blog entry, website publication, investor communication, analyst communication, conference presentation, trade publication interview, or other public statement of any kind concerning the settlement or the terms of the Settlement Agreement beyond the verbatim text of the Agreed Statement set forth in Section 1 above, except as expressly provided in Section 2.2 below.
2.2 Permitted Exceptions. The prohibition set forth in Section 2.1 shall not apply to the following categories of disclosure:
(a) Compelled Legal or Regulatory Disclosure. Disclosures that are required by applicable law, regulation, governmental rule, or order, judgment, or decree of a court of competent jurisdiction or governmental, regulatory, or self-regulatory authority. The Parties acknowledge that, as of the date hereof, Solstice Ireland is a private limited company and is not subject to public securities disclosure obligations in any jurisdiction, and that Solstice US is a wholly owned subsidiary of Solstice Ireland and likewise is not subject to public securities disclosure obligations. Apex's disclosure obligations, if any, are governed by its own regulatory requirements under applicable securities laws and the listing rules of any exchange on which its securities may be listed or quoted.
(b) Disclosures Required by Securities Laws or Stock Exchange Listing Rules. To the extent that Apex is required by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder, or the rules of any national securities exchange or self-regulatory organization to disclose information regarding the settlement, such disclosure shall be permitted; provided, that the disclosing Party shall comply with the notice and limitation requirements set forth in Section 2.3 below.
(c) Confidential Professional Disclosures. Disclosures to the Parties' respective auditors, legal advisors, tax advisors, and insurers, specifically including, without limitation:
(i) For the Solstice Parties: Glenmore & Byrne LLP (auditors), outside legal counsel at Calderwood & Harkness LLP, and such other professional advisors as may be retained by the Solstice Parties in the ordinary course;
(ii) For Apex: Creston Perry LLP (auditors), outside legal counsel at Hargrove, Tate & Bennington LLP, and such other professional advisors as may be retained by Apex in the ordinary course;
in each case, provided that such disclosures are made subject to obligations of confidentiality no less restrictive than those set forth in the Settlement Agreement, whether arising by professional duty, contractual obligation, or both, and provided further that the disclosing Party shall remain responsible for any breach of confidentiality by such recipients.
2.3 Notice and Limitation Obligations for Compelled Disclosures. If a Party is compelled by applicable law, regulation, order of a court of competent jurisdiction, securities law, or stock exchange listing rule to disclose terms of the Settlement Agreement beyond the verbatim text of the Agreed Statement, such Party (the "Disclosing Party") shall:
(a) provide the other Party (the "Non-Disclosing Party") with prompt written notice of the requirement to make such disclosure, to the extent providing such notice is legally permissible and does not itself constitute a violation of any applicable law, regulation, or order;
(b) afford the Non-Disclosing Party a reasonable opportunity (and in no event fewer than five (5) business days from the date of written notice, unless a shorter period is required by the applicable legal or regulatory obligation) to review the proposed disclosure and to seek a protective order, confidential treatment request, or other appropriate remedy to limit the scope of such disclosure;
(c) use commercially reasonable efforts to limit the scope of such disclosure to the minimum information required to satisfy the applicable legal or regulatory obligation; and
(d) use commercially reasonable efforts to obtain confidential treatment of any such disclosure, including, without limitation, by filing a request for confidential treatment with the applicable governmental or regulatory authority.
The obligations set forth in this Section 2.3 shall apply in addition to, and not in limitation of, any analogous obligations set forth in Section 12 of the Settlement Agreement.
3. Authorized Spokespersons
3.1 Designation of Spokespersons. The following individuals are designated as authorized spokespersons for each Party and are the only individuals permitted to deliver the Agreed Statement on behalf of their respective Parties:
(a) For the Solstice Parties (Solstice Biomedical Devices Ltd. and Solstice Biomedical, Inc.):
(i) Dr. Fiona Tierney, Chief Executive Officer, Solstice Biomedical Devices Ltd.;
(ii) Eamon Rourke, General Counsel, Solstice Biomedical Devices Ltd.; or
(iii) such other individual as Dr. Tierney or Mr. Rourke may designate in writing from time to time.
(b) For Apex Surgical Innovations, Inc.:
(i) Gerald K. Whitford, Chief Executive Officer, Apex Surgical Innovations, Inc.;
(ii) Martin Hale, General Counsel, Apex Surgical Innovations, Inc.; or
(iii) such other individual as Mr. Whitford or Mr. Hale may designate in writing from time to time.
3.2 Outside Counsel Authorization. In addition to the authorized spokespersons identified in Section 3.1, outside litigation counsel for each Party are authorized to deliver the Agreed Statement on behalf of their respective clients, specifically:
(a) For the Solstice Parties: Marcus Delgado, Partner, Calderwood & Harkness LLP, 787 Seventh Avenue, New York, New York 10019; and
(b) For Apex: Victoria Stanton, Partner, Hargrove, Tate & Bennington LLP, 1901 Pennsylvania Avenue, N.W., Suite 1100, Washington, D.C. 20006.
Outside counsel may deliver the Agreed Statement verbatim but shall not supplement, characterize, or expand upon the Agreed Statement in any manner.
3.3 Referral of Inquiries. All other employees, officers, directors, agents, consultants, and representatives of the Parties (including, without limitation, investor relations personnel, communications personnel, and marketing personnel) shall, if contacted by any member of the media, any investor, any analyst, any regulatory authority, or any other third party regarding the Action or its resolution, promptly direct such inquiries to the authorized spokespersons identified in Section 3.1 above. Such individuals shall refrain from commenting on the Action or its resolution beyond confirming, if pressed, that the matter has been resolved and directing the inquiring party to the authorized spokesperson for further information. Under no circumstances shall any individual other than an authorized spokesperson or authorized outside counsel identified in Sections 3.1 and 3.2 deliver or purport to deliver the Agreed Statement or any substantive commentary concerning the settlement.
4. Effective Date and Duration
4.1 Effective Date. This Agreed Joint Public Statement shall become effective immediately upon the execution and delivery of the Settlement Agreement by all Parties, which execution and delivery is anticipated to occur on June 16, 2025 (the "Effective Date").
4.2 Survival. The obligations set forth in this Exhibit F, including, without limitation, the restrictions on public disclosure in Section 2, the designation of authorized spokespersons in Section 3, and all related provisions, shall survive:
(a) the filing of the Stipulation of Dismissal with Prejudice in the Action, which the Parties have targeted for filing with the United States District Court for the District of Delaware on or about July 1, 2025; and
(b) the entry of any order of dismissal by the Court in connection therewith.
The obligations set forth in this Exhibit F shall remain in full force and effect for the duration of the confidentiality obligations set forth in Section 12 of the Settlement Agreement, which confidentiality obligations survive in perpetuity unless otherwise expressly stated therein.
5. Governing Law
This Exhibit F shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. This governing law provision is consistent with, and supplementary to, the governing law provision set forth in Section 15.8 of the Settlement Agreement.
6. General Provisions
6.1 Incorporation into Settlement Agreement. This Exhibit F is an integral part of the Settlement Agreement and is incorporated therein by reference. In the event of any conflict between the terms of this Exhibit F and the terms of the body of the Settlement Agreement with respect to the subject matter hereof, the more restrictive provision shall control.
6.2 Remedies. The Parties acknowledge and agree that any breach of the obligations set forth in this Exhibit F may cause irreparable harm to one or more of the other Parties for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies as set forth in the Settlement Agreement.
6.3 Counterparts. This Exhibit F may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
Acknowledgment and Agreement
The undersigned, being duly authorized representatives of their respective Parties, hereby acknowledge and agree to the foregoing Agreed Joint Public Statement as of June 16, 2025.
SOLSTICE BIOMEDICAL DEVICES LTD.
By: ________
Name: Dr. Fiona Tierney
Title: Chief Executive Officer
Date: ________
SOLSTICE BIOMEDICAL, INC.
By: ________
Name: Eamon Rourke
Title: General Counsel
Date: ________
APEX SURGICAL INNOVATIONS, INC.
By: ________
Name: Gerald K. Whitford
Title: Chief Executive Officer
Date: ________