1037-00004 · Solstice Biomedical Devices Ltd · Settlement Documentation

settlement-agreement-draft-3-sc-revisions.docx DOCUMENT Litigation

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PRIVILEGED AND CONFIDENTIAL SUBJECT TO FEDERAL RULE OF EVIDENCE 408

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

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

Calderwood & Harkness LLP Matter No. 10294.0017 Hargrove, Tate & Bennington LLP Internal Reference

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

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this "Agreement") is entered into as of June __, 2025 (the "Effective Date"), by and among:

(1) Solstice Biomedical Devices Ltd., a private limited company organized and existing 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 (hereinafter referred to as "Solstice Parent" or "SBD"), acting by and through its Chief Executive Officer, Dr. Fiona Tierney, and its General Counsel, Eamon Rourke;

(2) Solstice Biomedical, Inc., a corporation organized and existing under the laws of the State of Delaware (EIN: 84-3291056), with its principal offices at 3800 Concord Pike, Suite 410, Wilmington, Delaware 19803 (hereinafter referred to as "Solstice US") (Solstice Parent and Solstice US are referred to collectively herein as "Solstice"); and

(3) Apex Surgical Innovations, Inc., a corporation organized and existing under the laws of the State of Delaware (EIN: 51-0483762), with its principal office at 1220 North Market Street, Suite 550, Wilmington, Delaware 19801 (hereinafter referred to as "Apex"), acting by and through its Chief Executive Officer, Gerald K. Whitford, and its General Counsel, Martin Hale.

Solstice Parent, Solstice US, and Apex are each individually referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS:

A. Apex is the owner by assignment of, among other patents, the following United States patents (collectively, the "Asserted Patents"):

(i) U.S. Patent No. 9,814,237 (the "'237 Patent"), entitled "Locking Seal Assembly for Minimally Invasive Surgical Access Device," which was duly and lawfully issued by the United States Patent and Trademark Office on November 14, 2017, and which has an expiration date of June 22, 2035;

(ii) U.S. Patent No. 10,271,884 (the "'884 Patent"), entitled "Retractable Blade Deployment Mechanism for Trocar Systems," which was duly and lawfully issued by the United States Patent and Trademark Office on April 30, 2019, and which has an expiration date of September 15, 2036; and

(iii) U.S. Patent No. 10,932,105 (the "'105 Patent"), entitled "Integrated Insufflation Valve and Seal for Laparoscopic Trocar," which was duly and lawfully issued by the United States Patent and Trademark Office on March 2, 2021, and which has an expiration date of January 10, 2038.

The named inventor on each of the Asserted Patents is Dr. Raymond Szabo. The Asserted Patents are part of a patent family comprising fourteen (14) issued United States patents and six (6) pending continuation applications (the "Apex Trocar Patent Family"), all of which are identified and described in Exhibit C attached hereto.

B. Solstice designs, manufactures, markets, distributes, and sells laparoscopic surgical instruments and related medical devices, including, without limitation, the PrecisionEdge™ line of trocar assemblies. The products accused of infringing the Asserted Patents in the Litigation (as defined below) are the PrecisionEdge™ PE-5000 Series (5 mm trocar assembly), the PrecisionEdge™ PE-12000 Series (12 mm trocar assembly), and the PrecisionEdge™ PE-15000 Series (15 mm trocar assembly) (collectively, the "Accused Products").

C. On May 9, 2024, Apex commenced a civil action against Solstice US by filing a complaint in the United States District Court for the District of Delaware, bearing Case No. 1:24-cv-00587-RGA and captioned Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc. (the "Litigation"), alleging that the Accused Products infringe Claims 1, 3, 7, and 12 of the '237 Patent, Claims 1, 2, 5, 9, and 14 of the '884 Patent, and Claims 1, 4, and 8 of the '105 Patent. Solstice US was served with the complaint on May 23, 2024. On June 14, 2024, Solstice US filed its Answer, Affirmative Defenses, and Counterclaims in the Litigation, asserting, inter alia, defenses and counterclaims of non-infringement, invalidity under 35 U.S.C. §§ 102 and 103, and inequitable conduct before the United States Patent and Trademark Office. The Litigation has been the subject of extensive fact discovery and expert discovery, including the exchange of infringement and invalidity contentions, third-party subpoenas, and the depositions of both fact and expert witnesses. On November 18, 2024, the Honorable Richard G. Andrews conducted a Claim Construction (Markman) Hearing, and on December 6, 2024, the Court entered its Claim Construction Order. Thereafter, both Parties filed and fully briefed cross-motions for summary judgment, which the Court denied without prejudice by Order entered on May 5, 2025. A trial date of September 30, 2025 was previously set by the Court.

D. In an effort to resolve the Litigation and all related disputes between them, the Parties participated in a full-day mediation before the Honorable Margaret Forsythe (Ret.) of Amberstone ADR Services on March 17, 2025, and a second settlement conference before Magistrate Judge Colleen Pratt on May 12, 2025. Following those proceedings, the Parties engaged in further arms-length settlement negotiations from May 19 through June 4, 2025. On June 10, 2025, the Parties executed a Term Sheet (the "Term Sheet") setting out the principal terms upon which they agreed to resolve the Litigation and related disputes, subject to the negotiation and execution of this Agreement and its related instruments.

E. The Parties now wish to fully resolve the Litigation and all disputes between them arising out of or relating to the Asserted Patents and the Accused Products, on the terms and conditions set forth in this Agreement, including through the payment of certain monetary consideration, the grant of a patent license, a covenant not to sue, and the exchange of mutual releases, all as more fully set forth herein. Neither Party admits any liability, wrongdoing, or fault by entering into this Agreement, and the Parties expressly acknowledge that this Agreement is the product of a negotiated compromise of disputed claims.

F. In consideration of the mutual covenants, promises, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:

ARTICLE I

DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement.

Section 1.1 "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting securities or equivalent ownership interest of an entity, or the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract, or otherwise.

Section 1.2 "Agreement" means this Settlement Agreement and Mutual Release, including all Exhibits attached hereto, as the same may be amended, supplemented, or modified from time to time in accordance with the terms hereof.

Section 1.3 "Apex Trocar Patent Family" means the fourteen (14) issued United States patents and six (6) pending continuation applications identified in Exhibit C attached hereto, including the Asserted Patents, and any continuations, continuations-in-part, divisionals, reissues, reexamination certificates, and extensions thereof.

Section 1.4 "Asserted Patents" means, collectively, U.S. Patent No. 9,814,237 (the '237 Patent), U.S. Patent No. 10,271,884 (the '884 Patent), and U.S. Patent No. 10,932,105 (the '105 Patent).

Section 1.5 "Accused Products" means the PrecisionEdge™ PE-5000 Series (5 mm trocar assembly), the PrecisionEdge™ PE-12000 Series (12 mm trocar assembly), and the PrecisionEdge™ PE-15000 Series (15 mm trocar assembly), as manufactured, sold, offered for sale, imported, or used by Solstice or its Affiliates.

Section 1.6 "Effective Date" means the date on which the last Party to execute this Agreement delivers its executed signature page, such that this Agreement has been fully executed by all Parties.

Section 1.7 "Escrow Agent" means Tidewater Fiduciary Services, Inc., located at 300 Delaware Avenue, Suite 1400, Wilmington, Delaware 19801, or such successor escrow agent as the Parties may mutually designate in writing.

Section 1.8 "Escrow Agreement" means the escrow agreement entered into by Solstice, Apex, and the Escrow Agent contemporaneously with the execution of this Agreement, which governs the receipt, holding, and disbursement of the Lump-Sum Payment, attached and incorporated herein by reference as a separate instrument.

Section 1.9 "Licensed Field" means

Section 1.10 "Licensed Patents" means the Asserted Patents and any continuations, continuations-in-part, divisionals, reissues, reexamination certificates, and extensions thereof, all as more fully described in the License Agreement attached as Exhibit A.

Section 1.11 "Licensed Products" means the PrecisionEdge™ PE-5000 Series, PE-12000 Series, and PE-15000 Series trocar assemblies in each case to the extent that such products fall within the Licensed Field.

Section 1.12 "License Agreement" means the Patent License Agreement (Non-Exclusive) attached hereto as Exhibit A, executed contemporaneously herewith.

Section 1.13 "Litigation" means the civil action 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.

Section 1.14 "Lump-Sum Payment" means the aggregate amount of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) payable by Solstice to Apex in accordance with Article III of this Agreement, consisting of the Tranche 1 Payment and the Tranche 2 Payment.

Section 1.15 "Net Sales" means the gross amounts invoiced by Solstice, Solstice's Affiliates, and authorized sublicensees for the sale, lease, or other disposition of Licensed Products to third parties in arms-length transactions, less the following deductions to the extent actually incurred, allowed, accrued, or specifically allocated to the Licensed Products in accordance with generally accepted accounting principles consistently applied:

(a) returns, allowances, and credits actually given or allowed;

(b) trade, quantity, and cash rebates and discounts actually granted;

sales, use, value-added, excise, and similar taxes and governmental charges actually paid and not recovered, but excluding income taxes.

For the avoidance of doubt, Net Sales shall not include sales or transfers between or among Solstice, its Affiliates, and authorized sublicensees for purposes of resale, but shall include the subsequent sale to an unrelated third party. In the event a Licensed Product is sold in combination with one or more other products or components that are not themselves Licensed Products (a "Bundled Sale"), Net Sales for purposes of the Running Royalty calculation shall be determined based on the separately stated selling price of the Licensed Product component, or, if no separate price is stated, on the fair market value of the Licensed Product component as a proportion of the total fair market value of all products and components in the bundle.

Section 1.16 "Running Royalty" means the royalty payable by Solstice to Apex on Net Sales of Licensed Products in accordance with Section 3.3 of this Agreement and the License Agreement.

Section 1.17 "Stipulation of Dismissal" means the Stipulation of Dismissal with Prejudice in the form attached hereto as Exhibit E, to be jointly filed by the Parties in the Litigation in accordance with Section 2.1.

Section 1.18 "Term Sheet" means the Term Sheet executed by the Parties on June 10, 2025, which set out the principal terms of the settlement and which is superseded in its entirety upon execution of this Agreement.

Section 1.19 "Tranche 1 Payment" means the amount of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000), payable in accordance with Section 3.2(a).

Section 1.20 "Tranche 2 Payment" means the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), payable in accordance with Section 3.2(b).

Section 1.21 "Change of Control" means (a) the acquisition by any person or group of persons of more than fifty percent (50%) of the voting securities or equivalent ownership interest of a Party; (b) a merger or consolidation in which a Party is not the surviving entity; or (c) a sale of all or substantially all of the assets of a Party .

ARTICLE II

SETTLEMENT OF THE LITIGATION

Section 2.1 Dismissal with Prejudice. Within three (3) business days following the satisfaction of each of the following conditions: (a) full execution of this Agreement by all Parties; (b) execution of the License Agreement attached as Exhibit A by all Parties thereto; and (c) deposit of the Tranche 1 Payment into the escrow account maintained by the Escrow Agent in accordance with the Escrow Agreement, the Parties shall cause their respective counsel of record to jointly file the Stipulation of Dismissal with Prejudice in the form attached hereto as Exhibit E (the "Stipulation of Dismissal") in the Litigation, thereby dismissing all claims asserted by Apex against Solstice US and all counterclaims asserted by Solstice US against Apex in the Litigation, in each case with prejudice and without costs or attorneys' fees to any Party. The Parties anticipate that the target filing date for the Stipulation of Dismissal shall be on or about July 1, 2025. Each Party shall bear its own costs, expenses, and attorneys' fees incurred in connection with the Litigation through the date of dismissal. Counsel for Apex shall prepare and circulate a proposed form of Stipulation of Dismissal for review and approval by counsel for Solstice no later than three (3) business days prior to the anticipated filing date.

Section 2.2 Vacatur of Trial Date and Pre-Trial Deadlines. Contemporaneously with the filing of the Stipulation of Dismissal, the Parties shall jointly request that the Court vacate the trial date of September 30, 2025 and all remaining pre-trial deadlines, including any deadlines for the filing of motions in limine, trial briefs, proposed findings of fact and conclusions of law, exhibit lists, deposition designations, and voir dire questions or jury instructions, as applicable. The Parties shall cooperate in good faith to prepare and file any joint stipulation, motion, or other submission required by the Court in connection with such request.

Section 2.3 No Admission of Liability. This Agreement is entered into solely for the purpose of compromising and settling disputed claims, and nothing contained in this Agreement, nor the fact of its execution, shall be construed as or deemed to be evidence of an admission or concession by any Party of any liability, wrongdoing, or fault whatsoever. Without limiting the generality of the foregoing:

(a) Nothing herein constitutes an admission by Solstice, or shall be deemed to constitute an admission by Solstice, that any Accused Product infringes, has infringed, or would infringe any claim of any Asserted Patent or any other patent owned or controlled by Apex, or that any Asserted Patent or any other patent owned or controlled by Apex is valid or enforceable;

(b) Nothing herein constitutes an admission by Apex, or shall be deemed to constitute an admission by Apex, that any Asserted Patent or any other patent owned or controlled by Apex is invalid, unenforceable, or not infringed by any Accused Product or any other product manufactured, sold, or distributed by Solstice; and

(c) This Agreement, its terms, and any statements or communications made during the negotiation hereof shall not be admissible in evidence in any proceeding, except as may be necessary to enforce the terms of this Agreement or to assert the Stipulation of Dismissal as a bar to any subsequent action between the Parties with respect to the released claims.

ARTICLE III

FINANCIAL TERMS

Section 3.1 Lump-Sum Payment. In partial consideration of the settlement of the Litigation, the license grant described in Article IV, the covenant not to sue described in Article V, and the mutual releases described in Article VI, Solstice shall pay to Apex a total lump-sum amount of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) (the "Lump-Sum Payment"), payable in two tranches as set forth in Section 3.2. All payments comprising the Lump-Sum Payment shall be made in United States dollars by wire transfer of immediately available funds to the escrow account designated by the Escrow Agent in accordance with the Escrow Agreement.

Section 3.2 Payment Schedule. The Lump-Sum Payment shall be paid in the following installments:

(a) Tranche 1 Payment. The sum of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) (the "Tranche 1 Payment") shall be deposited by Solstice into the escrow account maintained by Tidewater Fiduciary Services, Inc. (the "Escrow Agent") within ten (10) business days following the Effective Date (the "Tranche 1 Deadline"), which deadline the Parties anticipate will fall on or before June 30, 2025. Upon confirmation by the Escrow Agent of the receipt of the Tranche 1 Payment in full, the Escrow Agent shall release the Tranche 1 Payment to Apex within three (3) business days following such confirmation, in accordance with the terms and conditions of the Escrow Agreement.

(b) Tranche 2 Payment. The sum of Three Million Five Hundred Thousand Dollars ($3,500,000) (the "Tranche 2 Payment") shall be deposited by Solstice into the escrow account maintained by the Escrow Agent on or before (the "Tranche 2 Deadline"). Upon confirmation by the Escrow Agent of the receipt of the Tranche 2 Payment in full, the Escrow Agent shall release the Tranche 2 Payment to Apex within three (3) business days following such confirmation, in accordance with the terms and conditions of the Escrow Agreement.

Section 3.3 Running Royalty. Commencing on January 1, 2026 and continuing for the remaining life of the Licensed Patents (the last-to-expire of which is the '105 Patent, having an expiration date of January 10, 2038), Solstice shall pay to Apex a running royalty equal to three and three-quarters percent (3.75%) of Net Sales of Licensed Products by Solstice, Solstice's Affiliates, and authorized sublicensees (the "Running Royalty"). The Running Royalty shall be payable on a quarterly basis within forty-five (45) days following the end of each calendar quarter (i.e., payments due on or before May 15, August 14, November 14, and February 14 of each year for the preceding quarter). Each quarterly Running Royalty payment shall be accompanied by a written royalty report (each, a "Royalty Report") in the form and containing the detail set forth in Exhibit D, which report shall include, at a minimum, a detailed calculation of Net Sales for the applicable quarter, broken down by Licensed Product, territory, and sales channel, and the computation of the Running Royalty payable thereon. The Running Royalty obligation shall be further described in and governed by the License Agreement attached as Exhibit A. For the avoidance of doubt, Net Sales of Licensed Products occurring between the Effective Date and December 31, 2025 shall not be subject to the Running Royalty, as such sales are covered by the Lump-Sum Payment.

Section 3.4 Annual Royalty Floor. Beginning with calendar year 2026, if the aggregate Running Royalty payable by Solstice in respect of any full calendar year (the "Actual Royalty") is less than Five Hundred Thousand Dollars ($500,000) (the "Annual Minimum Royalty"), Solstice shall pay to Apex the difference between the Actual Royalty and the Annual Minimum Royalty (such difference, the "Shortfall Payment") within forty-five (45) days following the end of such calendar year. For the avoidance of doubt, the Annual Minimum Royalty shall be prorated for any partial calendar year at the beginning or end of the Running Royalty term.

**Section Late Payment Interest.** Any payment required to be made by Solstice under this Agreement that is not made when due shall bear interest from the applicable due date until the date such payment is made in full, at a rate equal to the lesser of (a) per month (compounded monthly) and (b) the maximum rate of interest permitted by applicable law. The payment of such interest shall not constitute a waiver of, or otherwise limit, any other rights or remedies available to Apex in connection with such late payment.

**Section Taxes and Withholding.** All payments made by Solstice to Apex under this Agreement shall be made free and clear of, and without deduction or withholding for, any taxes, duties, levies, imposts, or similar charges of any kind, unless such deduction or withholding is required by applicable law. In the event that Solstice is required by law to deduct or withhold any taxes from any payment to be made to Apex hereunder, Solstice shall:

(a) deduct and withhold the required amount, and the net payment received by Apex shall constitute full satisfaction of the payment obligation to the extent of such withholding;

(b) timely remit the withheld amount to the appropriate taxing authority; and

The Parties shall cooperate in good faith to minimize any withholding obligations under the Convention between the Government of the United States of America and the Government of Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gains (the "U.S.-Ireland Tax Treaty") or any other applicable tax treaty, including by providing such forms, certificates, and other documentation as may be reasonably requested by the other Party or required by applicable law. Each Party shall be solely responsible for its own income taxes arising from the receipt of payments or other consideration under this Agreement.

ARTICLE IV

LICENSE GRANT

Section 4.1 Patent License. Contemporaneously with the execution of this Agreement, the Parties shall execute the Patent License Agreement (Non-Exclusive) attached hereto as Exhibit A (the "License Agreement"). Pursuant to the License Agreement, Apex shall grant to Solstice a non-exclusive, non-transferable (except as provided in Section 10.4 of this Agreement and the corresponding provisions of the License Agreement), worldwide license under the Licensed Patents within the Licensed Field, on the terms and subject to the conditions set forth in the License Agreement. The execution and delivery of the License Agreement is a material obligation of the Parties hereunder, and the failure of any Party to execute and deliver the License Agreement contemporaneously with this Agreement shall constitute a material breach of this Agreement.

Section 4.2 Scope of License. The license granted pursuant to the License Agreement shall be limited in scope as follows:

(a) Licensed Products. The license shall extend to the PrecisionEdge™ PE-5000 Series, PE-12000 Series, and PE-15000 Series trocar assemblies (collectively, the "Licensed Products"), in each case to the extent that such products fall within the Licensed Field.

(b) Licensed Field. The license shall be limited to the Licensed Field, which consists of laparoscopic and minimally invasive surgical access devices, as more fully defined in Section 1.9 of this Agreement and in the License Agreement.

(c) Sublicense Right. Solstice shall have a limited right to grant sublicenses under the Licensed Patents solely to contract manufacturers engaged by Solstice or its Affiliates for the manufacture of Licensed Products, subject to the terms and conditions set forth in the License Agreement, including the requirement that each such sublicensee execute a written sublicense agreement containing terms and conditions no less restrictive than those contained in the License Agreement.

Section 4.3 No Other Rights. Except for the license expressly granted in the License Agreement attached as Exhibit A and the covenant not to sue set forth in Article V of this Agreement and in Exhibit B, no license, immunity, covenant, or other right, whether express or implied, is granted by Apex to Solstice (or to any Affiliate, sublicensee, customer, or other third party) under any other intellectual property of Apex, including, without limitation, any patents, patent applications, trademarks, trade secrets, copyrights, or other proprietary rights of Apex, whether now existing or hereafter acquired or developed. Solstice acknowledges and agrees that any rights not expressly granted herein or in the License Agreement are expressly reserved by Apex.

ARTICLE V

COVENANT NOT TO SUE

Section 5.1 Apex Covenant. In further consideration of the settlement of the Litigation and the payments to be made by Solstice hereunder, Apex covenants and agrees, for itself, its Affiliates, successors, and assigns, that it shall not assert, or cause, direct, or authorize any third party to assert, any patent in the Apex Trocar Patent Family (comprising the fourteen (14) issued United States patents and six (6) pending continuation applications listed in Exhibit C) against Solstice, with respect to products within the Licensed Field, for the term of the Licensed Patents (i.e., through the expiration or invalidation of the last-to-expire Licensed Patent). For the avoidance of doubt, authorized sublicensees of Solstice are covered by this covenant only to the extent they are manufacturing Licensed Products under the sublicense right granted in the License Agreement. For the avoidance of doubt, the covenant not to sue set forth in this Section 5.1 is broader in scope than the license grant set forth in Article IV, in that it covers all patents in the Apex Trocar Patent Family (not only the Licensed Patents) and extends to all products within the Licensed Field (not only the Licensed Products). The covenant not to sue shall be set forth in detail in the Covenant Not to Sue instrument attached hereto as Exhibit B, which shall be executed contemporaneously with this Agreement and the License Agreement.

Section 5.2 Limitations. The covenant not to sue set forth in Section 5.1 and in Exhibit B shall be subject to the following limitations:

(a) The covenant shall not extend to any products that are outside the Licensed Field, including, without limitation, robotic surgical systems, open surgical instruments, or any devices not primarily designed for establishing or maintaining minimally invasive laparoscopic surgical access;

(b) The covenant shall not extend to any third party other than Solstice, it being understood that the covenant is personal to Solstice and is not intended to provide protection to unrelated third parties;

(c) The covenant shall automatically terminate with respect to any Solstice Affiliate that ceases to be an Affiliate of Solstice (e.g., following a divestiture or spin-off);

(d) The covenant does not extend to any third party that acquires control of Solstice or a Solstice Affiliate through a Change of Control (as defined in Section 1.21) transaction, unless such acquirer For purposes of this Section 5.2(d), a transfer of a single product line or a division of Solstice (other than in connection with a Change of Control) shall not entitle the transferee to the benefit of the covenant not to sue.

ARTICLE VI

MUTUAL RELEASE

Section 6.1 Release by Solstice. Effective as of the Effective Date, Solstice, for itself and on behalf of its Affiliates, and each of their respective officers, directors, managers, employees, agents, representatives, predecessors, successors, assigns, heirs, executors, administrators, and legal representatives (collectively, the "Solstice Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, and forever discharges Apex, its Affiliates, and each of their respective officers, directors, managers, employees, agents, representatives, predecessors, successors, assigns, heirs, executors, administrators, attorneys, and legal representatives (collectively, the "Apex Released Parties") from any and all claims, counterclaims, demands, damages, judgments, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, actions, suits, causes of action, obligations, losses, costs, expenses, liabilities, and demands of every kind and nature whatsoever, whether at law or in equity, whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, whether arising under federal, state, or foreign law, including without limitation claims for patent infringement, trade secret misappropriation, unfair competition, antitrust violations, and tortious interference, that any of the Solstice Releasing Parties ever had, now has, or hereafter may have against any of the Apex Released Parties, arising out of, relating to, or in connection with the Litigation, the Asserted Patents, or the Accused Products, in each case based on facts, circumstances, acts, or omissions occurring on or before the Effective Date. Without limiting the generality of the foregoing, the release set forth in this Section 6.1 specifically includes and encompasses the release of all counterclaims asserted by Solstice US in the Litigation, including the counterclaims for declaratory judgment of non-infringement, declaratory judgment of invalidity, and declaratory judgment of inequitable conduct.

Section 6.2 Release by Apex. Effective as of the Effective Date, Apex, for itself and on behalf of its Affiliates, and each of their respective officers, directors, managers, employees, agents, representatives, predecessors, successors, assigns, heirs, executors, administrators, and legal representatives (collectively, the "Apex Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, and forever discharges Solstice, its Affiliates, and each of their respective officers, directors, managers, employees, agents, representatives, predecessors, successors, assigns, heirs, executors, administrators, attorneys, and legal representatives (collectively, the "Solstice Released Parties") from any and all claims, counterclaims, demands, damages, judgments, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, actions, suits, causes of action, obligations, losses, costs, expenses, liabilities, and demands of every kind and nature whatsoever, whether at law or in equity, whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, that any of the Apex Releasing Parties ever had, now has, or hereafter may have against any of the Solstice Released Parties, arising out of, relating to, or in connection with the Litigation, the Asserted Patents, or the Accused Products, in each case based on facts, circumstances, acts, or omissions occurring on or before the Effective Date.

Section 6.3 Waiver of Unknown Claims. Each Party acknowledges that it may discover facts, claims, or circumstances different from, or in addition to, those that it now knows or believes to be true with respect to the matters released in Sections 6.1 and 6.2, and each Party agrees that the releases set forth in this Article VI shall be and remain effective in all respects notwithstanding any such discovery or any change in the facts or law applicable to any matter released hereby. Each Party, on behalf of itself and the releasing parties identified in Sections 6.1 and 6.2, as applicable, hereby expressly, knowingly, and voluntarily waives and relinquishes any and all rights and benefits that it may have under any statute, rule, regulation, or principle of common law of any jurisdiction that would otherwise limit or restrict the effect of a release to those claims that are known or suspected to exist at the time of execution of the release, including, without limitation, any analogous protections afforded under the laws of Ireland or the State of Delaware. Each Party acknowledges that it has been advised by counsel regarding, and is familiar with, the effect of this waiver.

Section 6.4 Carve-Out. Notwithstanding anything to the contrary in this Article VI, the releases set forth in Sections 6.1 and 6.2 shall not release, discharge, or otherwise affect any Party's rights, remedies, or obligations arising under or in connection with: (a) this Agreement; (b) the License Agreement (Exhibit A); (c) the Covenant Not to Sue (Exhibit B); (d) the Escrow Agreement; or (e) any other agreement or instrument executed by the Parties contemporaneously herewith and expressly referenced herein, or any claims arising from a breach of any of the foregoing. The Parties intend that all such agreements shall remain in full force and effect in accordance with their respective terms, notwithstanding the general releases contained in this Article VI.

ARTICLE VII

MOST-FAVORED LICENSEE

Section 7.1 MFL Obligation. If, at any time during the term of the License Agreement, Apex enters into a patent license agreement (or amends an existing license agreement) with any third party under one or more of the Licensed Patents for the manufacture, use, sale, offer for sale, or importation of products within the Licensed Field at an effective running royalty rate that is lower than three and three-quarters percent (3.75%) of net sales (as determined on a comparable basis to the calculation of Net Sales under this Agreement), Apex shall promptly, and in any event within thirty (30) days following the execution of such third-party license agreement, notify Solstice in writing of the existence and effective running royalty rate of such third-party license, together with such information as is reasonably necessary for Solstice to verify the applicability of this Section 7.1, subject to appropriate confidentiality protections. The notification protocol and procedures for invoking and implementing the most-favored licensee adjustment are set forth in the Side Letter executed by the Parties contemporaneously herewith as a separate instrument. Upon receipt of such notice and confirmation that the third-party license qualifies under this Section 7.1, Solstice's Running Royalty rate under Section 3.3 and the License Agreement shall automatically adjust to the lower rate, effective prospectively from the date of execution of the qualifying third-party license agreement. For the avoidance of doubt, no retroactive adjustment or refund shall be required.

Section 7.2 Exclusions from MFL. The most-favored licensee obligation set forth in Section 7.1 shall not apply to, and shall not be triggered by, any of the following:

(a) settlement agreements entered into by Apex in connection with the resolution of patent infringement litigation or threatened litigation, where the effective royalty rate reflects, in whole or in part, the litigation risk, costs, and uncertainties associated with such dispute, regardless of whether the royalty rate in such settlement agreement is lower than 3.75%, including any settlement of litigation, arbitration, or administrative proceeding (including inter partes review or post-grant review before the U.S. Patent and Trademark Office);

(b) cross-license agreements in which non-monetary consideration (including, without limitation, the grant of reciprocal license rights under the counterparty's patent portfolio) is exchanged, such that the effective royalty rate cannot reasonably be compared on a like-for-like basis with the Running Royalty under this Agreement, or where the parties exchange licenses under respective patent portfolios, regardless of whether a balancing payment is made; and

(c) license agreements entered into by Apex in connection with a merger, acquisition, consolidation, reorganization, or similar Change of Control transaction involving Apex, where the license is granted as part of the overall consideration for such transaction;

(d) licenses granted to entities in the Licensed Field with annual net revenues of less than , where the lower royalty rate reflects the smaller commercial scale of the licensee; and

(e) licenses granted as part of a standards-setting organization commitment or FRAND/RAND obligation.

ARTICLE VIII

AUDIT RIGHTS

Section 8.1 Audit Right. During the term of the Running Royalty obligation and for a period of two (2) years following the expiration or termination thereof, Apex shall have the right, at its own expense (subject to Section 8.3), to cause an audit to be conducted of Solstice's books, records, and accounts relating to the calculation and payment of Net Sales and Running Royalties hereunder, for the purpose of verifying the accuracy of the Royalty Reports and the amounts of the Running Royalty payments made by Solstice during the applicable audit period. Such audit right may be exercised no more than once in any calendar year and shall cover no more than the three (3) most recently completed calendar years for which Royalty Reports have been delivered. The audit shall be conducted by an independent certified public accounting firm of nationally recognized standing that is mutually agreed upon by the Parties, or, in the event the Parties are unable to agree upon such firm within fifteen (15) days following Apex's notice of its intent to conduct an audit, the accounting firm shall be selected by the American Arbitration Association upon application by either Party.

Section 8.2 Audit Procedures. The following procedures shall govern the conduct of any audit under this Article VIII:

(a) Apex shall provide Solstice not less than days' prior written notice of its intent to conduct an audit, which notice shall identify the proposed audit period and the name of the proposed independent auditor.

(b) The audit shall be conducted during normal business hours at Solstice's principal U.S. office at 3800 Concord Pike, Suite 410, Wilmington, Delaware 19803, or at such other location where Solstice's relevant books and records are maintained, as Solstice may reasonably designate.

(c) The independent auditor shall have access to such books, records, accounts, invoices, purchase orders, shipping documents, and other documentation as are reasonably necessary to verify the accuracy of Solstice's calculation and reporting of Net Sales and Running Royalties for the applicable audit period, but shall not have access to any other books, records, or information of Solstice.

(d) The independent auditor shall report to the Parties only its conclusions as to the accuracy of the Royalty Reports and the amount of any underpayment or overpayment, and shall not disclose to Apex any specific financial data or information of Solstice except to the extent necessary to support such conclusions.

(e) The audit shall be completed, and the auditor's report delivered to both Parties, within ninety (90) days following commencement of the audit, unless the Parties mutually agree to an extension.

Section 8.3 Audit Costs. The costs and expenses of any audit conducted under this Article VIII shall be borne by Apex; provided, however, that if any such audit reveals that the Running Royalty paid by Solstice for the audited period was less than of the amount properly due for such period (i.e., an underpayment exceeding of the amounts properly due), Solstice shall bear and promptly reimburse Apex for the reasonable costs and expenses of such audit. Any underpayment of Running Royalties discovered through an audit shall be paid by Solstice to Apex within thirty (30) days following Solstice's receipt of the auditor's report, together with interest on the underpaid amount calculated in accordance with Section from the date such amount was originally due until the date of actual payment. In the event an audit reveals an overpayment of Running Royalties, Apex shall, at Solstice's election, either promptly refund the amount of the overpayment or credit such amount against future Running Royalty payments.

Section 8.4 Confidentiality of Audit. All information disclosed to, or obtained by, the independent auditor or Apex in connection with any audit conducted under this Article VIII shall be deemed "Confidential Information" for purposes of Article IX and shall be subject to the confidentiality obligations set forth therein. The independent auditor shall, as a condition to its engagement, execute a confidentiality agreement in form and substance reasonably satisfactory to both Parties, restricting the use and disclosure of all information obtained during the audit to the sole purpose of verifying the accuracy of Solstice's Royalty Reports and Running Royalty payments.

Section 8.5 Record Retention. Solstice shall maintain complete and accurate books and records relating to the manufacture, sale, and distribution of Licensed Products, and all records necessary to verify the calculation of Net Sales and Running Royalties, for a period of not less than years following the calendar year to which such records relate.

ARTICLE IX

CONFIDENTIALITY

Section 9.1 Confidential Information. The terms and conditions of this Agreement (including the financial terms set forth in Article III), the License Agreement (Exhibit A), the Covenant Not to Sue (Exhibit B), all Exhibits and schedules hereto, the Escrow Agreement, the Side Letter, and all related agreements, instruments, and correspondence exchanged between the Parties in connection with the negotiation, execution, and performance of this Agreement (collectively, "Confidential Information") shall be kept strictly confidential by each Party and shall not be disclosed, published, or otherwise made available to any third party, except as expressly provided in this Article IX.

Section 9.2 Permitted Disclosures. Notwithstanding Section 9.1, each Party may disclose Confidential Information to the following persons and in the following circumstances:

(a) to such Party's Affiliates, and to the officers, directors, managers, employees, attorneys, accountants, auditors, financial advisors, bankers, and insurers of such Party and its Affiliates, in each case who have a need to know such Confidential Information in connection with the performance of their duties relating to this Agreement and who are bound by obligations of confidentiality no less restrictive than those set forth in this Article IX (it being understood that the auditors for Solstice are Glenmore & Byrne LLP and the auditors for Apex are Creston Perry LLP);

(b) to the extent required by applicable law, regulation, stock exchange rule, or order, subpoena, or other process of a court, tribunal, or governmental body of competent jurisdiction; provided that the disclosing Party shall, to the extent legally permissible, give the other Party prompt written notice of such required disclosure sufficiently in advance of such disclosure to enable the other Party to seek a protective order, confidential treatment, or other appropriate remedy, and the disclosing Party shall cooperate reasonably with the other Party in connection with any such effort;

(c) to tax authorities and regulatory bodies, to the extent necessary for compliance with applicable tax, regulatory, or reporting obligations;

(d) to potential acquirers, investors, or financing sources in connection with due diligence for a bona fide acquisition, merger, investment, or financing transaction involving such Party, provided that such potential acquirer, investor, or financing source has executed a written non-disclosure agreement containing terms and conditions no less restrictive than those set forth in this Article IX prior to receiving any Confidential Information; and

(e) to the Escrow Agent and its personnel, to the extent necessary for the administration and performance of the Escrow Agreement; and

(f) to any court, arbitral tribunal, or mediator in connection with the enforcement of this Agreement or any dispute arising hereunder

Section 9.3 Public Statement. Within five (5) business days following the filing of the Stipulation of Dismissal, the Parties shall jointly issue the Agreed Joint Public Statement in the form attached hereto as Exhibit F. The Agreed Joint Public Statement shall state only that "the matter has been resolved on mutually agreeable terms" and shall not disclose any financial terms, license terms, or other details of this Agreement. Neither Party shall make any other public statement, press release, announcement, or disclosure regarding the terms, conditions, or existence of this settlement, or the negotiations leading thereto, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed.

Section 9.4 Remedies for Breach. The Parties acknowledge and agree that any breach or threatened breach of the confidentiality obligations set forth in this Article IX would cause irreparable harm to the non-breaching Party for which monetary damages alone would be an insufficient remedy. Accordingly, each Party shall be entitled to seek and obtain injunctive relief, specific performance, or other equitable relief from any court of competent jurisdiction (including the courts identified in Section 13.3) to prevent or restrain any breach or threatened breach of this Article IX, in addition to any other remedies available to it at law or in equity. The seeking or obtaining of such equitable relief shall not be deemed a waiver of any right to seek monetary damages, nor shall the exercise of any right to seek monetary damages be deemed a waiver of any right to seek equitable relief.

Section 9.5 Duration of Confidentiality Obligations. The obligations set forth in this Article IX shall survive expiration or termination of this Agreement and shall remain in effect for a period of years following such expiration or termination.

ARTICLE X

REPRESENTATIONS AND WARRANTIES

Section 10.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Parties as of the Effective Date as follows:

(a) Organization and Good Standing. Such Party is a corporation or other legal entity duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of its jurisdiction of formation, and has all requisite corporate or organizational power and authority to own and operate its properties and assets and to carry on its business as currently conducted.

(b) Power and Authority. Such Party has full corporate or organizational power and authority to execute and deliver this Agreement and each other agreement, instrument, and document contemplated hereby to which it is a party, and to perform all of its obligations hereunder and thereunder.

(c) Due Authorization. The execution, delivery, and performance of this Agreement and each other agreement, instrument, and document contemplated hereby to which such Party is a party have been duly authorized by all necessary corporate or organizational action on the part of such Party, including any required approvals of its board of directors or equivalent governing body, and no other corporate or organizational proceedings on the part of such Party are necessary to authorize the execution, delivery, and performance of this Agreement.

(d) Binding Obligation. This Agreement constitutes, and each other agreement, instrument, and document contemplated hereby to which such Party is a party, when executed and delivered, will constitute, a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 10.2 Apex Representations and Warranties. Apex hereby represents and warrants to Solstice as of the Effective Date as follows:

(a) Ownership of Patents. Apex is the sole and exclusive owner of the entire right, title, and interest in and to each of the Asserted Patents and each patent and patent application in the Apex Trocar Patent Family, free and clear of all liens, encumbrances, security interests, options, charges, and adverse claims of any kind, other than the license granted to Solstice hereunder and any non-exclusive licenses previously disclosed to Solstice in writing.

(b) Right to Grant License and Covenant. Apex has the full right, power, and authority to grant the license contemplated by Article IV and the License Agreement and the covenant not to sue contemplated by Article V and Exhibit B, and such grant does not conflict with, violate, or constitute a default under any agreement, instrument, order, or other obligation to which Apex is a party or by which it is bound.

(c) No Conflicting Licenses. As of the Effective Date, no third party has any exclusive license under the Licensed Patents in the Licensed Field that would conflict with, impair, or diminish the rights granted to Solstice under the License Agreement or the covenant not to sue set forth in Article V.

(d) Subsistence of Patents. The Asserted Patents are subsisting and, to Apex's knowledge after reasonable inquiry, all maintenance fees, annuities, and other payments required to maintain the Asserted Patents in force have been timely paid through the Effective Date.

Section 10.3 Solstice Representations and Warranties. Solstice hereby represents and warrants to Apex as of the Effective Date as follows:

(a) Corporate Structure. Solstice Biomedical, Inc. is a wholly owned subsidiary of Solstice Biomedical Devices Ltd.

(b) Financial Capacity. Solstice has the financial capacity and resources necessary to make the Lump-Sum Payment (including each tranche thereof) and all Running Royalty payments as and when due in accordance with the terms of this Agreement, and the execution and performance of this Agreement will not render Solstice unable to meet its obligations as they become due in the ordinary course of business.

Section 10.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. EACH PARTY HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

ARTICLE XI

INDEMNIFICATION

Section 11.1 Indemnification by Apex. Apex shall indemnify, defend, and hold harmless Solstice, its Affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Solstice Indemnitees") from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses of litigation) (collectively, "Losses") incurred by any Solstice Indemnitee arising out of, resulting from, or relating to any breach by Apex of any representation, warranty, covenant, or obligation of Apex under this Agreement.

Section 11.2 Indemnification by Solstice. Solstice shall indemnify, defend, and hold harmless Apex, its Affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Apex Indemnitees") from and against any and all Losses incurred by any Apex Indemnitee arising out of, resulting from, or relating to any breach by Solstice of any representation, warranty, covenant, or obligation of Solstice under this Agreement.

Section 11.3 Indemnification Procedures. The obligations of each indemnifying Party under this Article XI shall be subject to the following procedures:

(a) Notice. The indemnified Party shall provide prompt written notice to the indemnifying Party of any claim, action, suit, or proceeding for which indemnification is sought (a "Claim"), which notice shall be provided within thirty (30) days of the indemnified Party becoming aware of such Claim and which notice shall describe in reasonable detail the facts and circumstances giving rise to such Claim. The failure of the indemnified Party to provide timely notice shall not relieve the indemnifying Party of its indemnification obligations, except to the extent that the indemnifying Party is actually and materially prejudiced by such failure.

(b) Control of Defense. The indemnifying Party shall have the right, at its sole cost and expense, to assume and control the defense of any Claim for which indemnification is sought, using counsel of its own choosing that is reasonably acceptable to the indemnified Party. If the indemnifying Party elects to assume the defense, the indemnified Party shall have the right to participate in such defense at its own expense with counsel of its choosing. If the indemnifying Party does not assume the defense within thirty (30) days following receipt of notice, the indemnified Party may assume the defense at the indemnifying Party's cost and expense.

(c) Cooperation. The indemnified Party shall cooperate fully and in good faith with the indemnifying Party in the investigation, defense, and resolution of any Claim, including by making available relevant documents, records, and personnel as reasonably requested by the indemnifying Party.

(d) Settlement. The indemnifying Party shall not settle, compromise, or consent to the entry of any judgment with respect to any Claim without the prior written consent of the indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed), unless such settlement (i) includes an unconditional release of the indemnified Party from all liability with respect to such Claim, (ii) does not impose any non-monetary obligations on the indemnified Party, and (iii) does not contain any admission of fault or wrongdoing by the indemnified Party.

Section 11.4 Limitation of Liability. EXCEPT FOR NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY.

ARTICLE XII

TERM AND TERMINATION

Section 12.1 Term. This Agreement shall become effective on the Effective Date and shall remain in full force and effect until the later of: (a) the expiration or invalidation of the last-to-expire Licensed Patent (currently anticipated to be the '105 Patent, expiring on January 10, 2038); and (b) the date on which all payment obligations of Solstice arising under this Agreement (including any accrued and unpaid Running Royalty, Shortfall Payment, interest, and audit-related amounts) have been satisfied in full (the "Term").

Section 12.2 Termination for Material Breach. Either Party may terminate this Agreement upon written notice to the other Party if the other Party commits a material breach of any provision of this Agreement and fails to cure such breach within days after receipt of written notice from the non-breaching Party specifying the breach in reasonable detail and stating the non-breaching Party's intention to terminate this Agreement if the breach is not cured (the "Cure Period"). Notwithstanding the foregoing, in the event of a failure by Solstice to make any payment when due under this Agreement:

(a) With respect to nonpayment of Running Royalties, Apex's sole and exclusive remedy shall be to collect the unpaid amount (together with interest thereon calculated in accordance with Section ) and to exercise its audit rights under Article VIII;

(b) Apex shall not have the right to terminate this Agreement or the License Agreement solely on the basis of Solstice's failure to make a Running Royalty payment when due, unless such nonpayment remains uncured for a period of days following Solstice's receipt of written notice from Apex specifying the delinquent payment in reasonable detail (the "Extended Cure Period"); and

(c) If the nonpayment remains uncured at the expiration of the Extended Cure Period, Apex may terminate this Agreement and the License Agreement upon written notice to Solstice, and all rights granted to Solstice hereunder and under the License Agreement shall thereupon cease.

Section 12.3 Survival. The following provisions of this Agreement shall survive the expiration or termination of this Agreement for any reason and shall continue in full force and effect in accordance with their respective terms: Article VI (Mutual Release); Article VIII (Audit Rights); Article IX (Confidentiality); Article XI (Indemnification); Section (Late Payment Interest) with respect to any amounts accrued and unpaid as of the date of expiration or termination; Section 10.4 (Disclaimer); and Article XIII (General Provisions), in each case to the extent applicable. For the avoidance of doubt, the Stipulation of Dismissal with Prejudice, once duly filed with and entered by the Court, shall not be affected, vacated, or otherwise altered by any subsequent termination of this Agreement, and the dismissal of the Litigation with prejudice shall be final and irrevocable. The Parties further agree that the mutual releases set forth in Article VI, having become effective as of the Effective Date, shall not be revoked, rescinded, or otherwise affected by any termination of this Agreement.

ARTICLE XIII

GENERAL PROVISIONS

Section 13.1 Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (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.

Section 13.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof (other than any request for injunctive or other equitable relief pursuant to Section 9.4) shall be resolved in accordance with the following procedures:

(a) Good-Faith Negotiation. The Parties shall first attempt to resolve such dispute through good-faith negotiation between their respective General Counsel — Eamon Rourke for Solstice and Martin Hale for Apex — for a period of twenty (20) days following written notice by either Party to the other Party identifying the dispute and requesting negotiation (the "Negotiation Period").

(b) Binding Arbitration. If the dispute is not resolved during the Negotiation Period, either Party may submit the dispute to binding arbitration administered by the American Arbitration Association ("AAA") in Wilmington, Delaware, under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a panel of three (3) arbitrators. The arbitrator

PRIVILEGED AND CONFIDENTIAL SUBJECT TO FEDERAL RULE OF EVIDENCE 408
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
** **
Prepared by Calderwood & Harkness LLP 1201 Market Street, Suite 2500 Wilmington, Delaware 19801
Calderwood & Harkness LLP Matter No. 10294.0017 Hargrove, Tate & Bennington LLP Internal Reference
Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc. Case No. 1:24-cv-00587-RGA United States District Court for the District of Delaware
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this "Agreement") is entered into as of June __, 2025 (the "Effective Date"), by and among:
(1) Solstice Biomedical Devices Ltd., a private limited company organized and existing 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 (hereinafter referred to as "Solstice Parent" or "SBD"), acting by and through its Chief Executive Officer, Dr. Fiona Tierney, and its General Counsel, Eamon Rourke;
(2) Solstice Biomedical, Inc., a corporation organized and existing under the laws of the State of Delaware (EIN: 84-3291056), with its principal offices at 3800 Concord Pike, Suite 410, Wilmington, Delaware 19803 (hereinafter referred to as "Solstice US") (Solstice Parent and Solstice US are referred to collectively herein as "Solstice"); and
(3) Apex Surgical Innovations, Inc., a corporation organized and existing under the laws of the State of Delaware (EIN: 51-0483762), with its principal office at 1220 North Market Street, Suite 550, Wilmington, Delaware 19801 (hereinafter referred to as "Apex"), acting by and through its Chief Executive Officer, Gerald K. Whitford, and its General Counsel, Martin Hale.
Solstice Parent, Solstice US, and Apex are each individually referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. Apex is the owner by assignment of, among other patents, the following United States patents (collectively, the "Asserted Patents"):
(i) U.S. Patent No. 9,814,237 (the "'237 Patent"), entitled "Locking Seal Assembly for Minimally Invasive Surgical Access Device," which was duly and lawfully issued by the United States Patent and Trademark Office on November 14, 2017, and which has an expiration date of June 22, 2035;
(ii) U.S. Patent No. 10,271,884 (the "'884 Patent"), entitled "Retractable Blade Deployment Mechanism for Trocar Systems," which was duly and lawfully issued by the United States Patent and Trademark Office on April 30, 2019, and which has an expiration date of September 15, 2036; and
(iii) U.S. Patent No. 10,932,105 (the "'105 Patent"), entitled "Integrated Insufflation Valve and Seal for Laparoscopic Trocar," which was duly and lawfully issued by the United States Patent and Trademark Office on March 2, 2021, and which has an expiration date of January 10, 2038.
The named inventor on each of the Asserted Patents is Dr. Raymond Szabo. The Asserted Patents are part of a patent family comprising fourteen (14) issued United States patents and six (6) pending continuation applications (the "Apex Trocar Patent Family"), all of which are identified and described in Exhibit C attached hereto.
B. Solstice designs, manufactures, markets, distributes, and sells laparoscopic surgical instruments and related medical devices, including, without limitation, the PrecisionEdge™ line of trocar assemblies. The products accused of infringing the Asserted Patents in the Litigation (as defined below) are the PrecisionEdge™ PE-5000 Series (5 mm trocar assembly), the PrecisionEdge™ PE-12000 Series (12 mm trocar assembly), and the PrecisionEdge™ PE-15000 Series (15 mm trocar assembly) (collectively, the "Accused Products").
C. On May 9, 2024, Apex commenced a civil action against Solstice US by filing a complaint in the United States District Court for the District of Delaware, bearing Case No. 1:24-cv-00587-RGA and captioned Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc. (the "Litigation"), alleging that the Accused Products infringe Claims 1, 3, 7, and 12 of the '237 Patent, Claims 1, 2, 5, 9, and 14 of the '884 Patent, and Claims 1, 4, and 8 of the '105 Patent. Solstice US was served with the complaint on May 23, 2024. On June 14, 2024, Solstice US filed its Answer, Affirmative Defenses, and Counterclaims in the Litigation, asserting, inter alia, defenses and counterclaims of non-infringement, invalidity under 35 U.S.C. §§ 102 and 103, and inequitable conduct before the United States Patent and Trademark Office. The Litigation has been the subject of extensive fact discovery and expert discovery, including the exchange of infringement and invalidity contentions, third-party subpoenas, and the depositions of both fact and expert witnesses. On November 18, 2024, the Honorable Richard G. Andrews conducted a Claim Construction (Markman) Hearing, and on December 6, 2024, the Court entered its Claim Construction Order. Thereafter, both Parties filed and fully briefed cross-motions for summary judgment, which the Court denied without prejudice by Order entered on May 5, 2025. A trial date of September 30, 2025 was previously set by the Court.  
D. In an effort to resolve the Litigation and all related disputes between them, the Parties participated in a full-day mediation before the Honorable Margaret Forsythe (Ret.) of Amberstone ADR Services on March 17, 2025, and a second settlement conference before Magistrate Judge Colleen Pratt on May 12, 2025. Following those proceedings, the Parties engaged in further arms-length settlement negotiations from May 19 through June 4, 2025. On June 10, 2025, the Parties executed a Term Sheet (the "Term Sheet") setting out the principal terms upon which they agreed to resolve the Litigation and related disputes, subject to the negotiation and execution of this Agreement and its related instruments.
E. The Parties now wish to fully resolve the Litigation and all disputes between them arising out of or relating to the Asserted Patents and the Accused Products, on the terms and conditions set forth in this Agreement, including through the payment of certain monetary consideration, the grant of a patent license, a covenant not to sue, and the exchange of mutual releases, all as more fully set forth herein. Neither Party admits any liability, wrongdoing, or fault by entering into this Agreement, and the Parties expressly acknowledge that this Agreement is the product of a negotiated compromise of disputed claims.
F. In consideration of the mutual covenants, promises, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement.
Section 1.1 "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting securities or equivalent ownership interest of an entity, or the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract, or otherwise.
Section 1.2 "Agreement" means this Settlement Agreement and Mutual Release, including all Exhibits attached hereto, as the same may be amended, supplemented, or modified from time to time in accordance with the terms hereof.
Section 1.3 "Apex Trocar Patent Family" means the fourteen (14) issued United States patents and six (6) pending continuation applications identified in Exhibit C attached hereto, including the Asserted Patents, and any continuations, continuations-in-part, divisionals, reissues, reexamination certificates, and extensions thereof.
Section 1.4 "Asserted Patents" means, collectively, U.S. Patent No. 9,814,237 (the '237 Patent), U.S. Patent No. 10,271,884 (the '884 Patent), and U.S. Patent No. 10,932,105 (the '105 Patent).
Section 1.5 "Accused Products" means the PrecisionEdge™ PE-5000 Series (5 mm trocar assembly), the PrecisionEdge™ PE-12000 Series (12 mm trocar assembly), and the PrecisionEdge™ PE-15000 Series (15 mm trocar assembly), as manufactured, sold, offered for sale, imported, or used by Solstice or its Affiliates.
Section 1.6 "Effective Date" means the date on which the last Party to execute this Agreement delivers its executed signature page, such that this Agreement has been fully executed by all Parties.
Section 1.7 "Escrow Agent" means Tidewater Fiduciary Services, Inc., located at 300 Delaware Avenue, Suite 1400, Wilmington, Delaware 19801, or such successor escrow agent as the Parties may mutually designate in writing.
Section 1.8 "Escrow Agreement" means the escrow agreement entered into by Solstice, Apex, and the Escrow Agent contemporaneously with the execution of this Agreement, which governs the receipt, holding, and disbursement of the Lump-Sum Payment, attached and incorporated herein by reference as a separate instrument.
Section 1.9 "Licensed Field" means  
Section 1.10 "Licensed Patents" means the Asserted Patents and any continuations, continuations-in-part, divisionals, reissues, reexamination certificates, and extensions thereof, all as more fully described in the License Agreement attached as Exhibit A.
Section 1.11 "Licensed Products" means the PrecisionEdge™ PE-5000 Series, PE-12000 Series, and PE-15000 Series trocar assemblies  in each case to the extent that such products fall within the Licensed Field.
Section 1.12 "License Agreement" means the Patent License Agreement (Non-Exclusive) attached hereto as Exhibit A, executed contemporaneously herewith.
Section 1.13 "Litigation" means the civil action 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.
Section 1.14 "Lump-Sum Payment" means the aggregate amount of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) payable by Solstice to Apex in accordance with Article III of this Agreement, consisting of the Tranche 1 Payment and the Tranche 2 Payment.
Section 1.15 "Net Sales" means the gross amounts invoiced by Solstice, Solstice's Affiliates, and authorized sublicensees for the sale, lease, or other disposition of Licensed Products to third parties in arms-length transactions, less the following deductions to the extent actually incurred, allowed, accrued, or specifically allocated to the Licensed Products in accordance with generally accepted accounting principles consistently applied:
(a) returns, allowances, and credits actually given or allowed;
(b) trade, quantity, and cash rebates and discounts actually granted;
(c) chargebacks, including managed care and group purchasing organization chargebacks;
  sales, use, value-added, excise, and similar taxes and governmental charges actually paid and not recovered, but excluding income taxes.
For the avoidance of doubt, Net Sales shall not include sales or transfers between or among Solstice, its Affiliates, and authorized sublicensees for purposes of resale, but shall include the subsequent sale to an unrelated third party. In the event a Licensed Product is sold in combination with one or more other products or components that are not themselves Licensed Products (a "Bundled Sale"), Net Sales for purposes of the Running Royalty calculation shall be determined based on the separately stated selling price of the Licensed Product component, or, if no separate price is stated, on the fair market value of the Licensed Product component as a proportion of the total fair market value of all products and components in the bundle.
Section 1.16 "Running Royalty" means the royalty payable by Solstice to Apex on Net Sales of Licensed Products in accordance with Section 3.3 of this Agreement and the License Agreement.
Section 1.17 "Stipulation of Dismissal" means the Stipulation of Dismissal with Prejudice in the form attached hereto as Exhibit E, to be jointly filed by the Parties in the Litigation in accordance with Section 2.1.
Section 1.18 "Term Sheet" means the Term Sheet executed by the Parties on June 10, 2025, which set out the principal terms of the settlement and which is superseded in its entirety upon execution of this Agreement.
Section 1.19 "Tranche 1 Payment" means the amount of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000), payable in accordance with Section 3.2(a).
Section 1.20 "Tranche 2 Payment" means the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), payable in accordance with Section 3.2(b).
Section 1.21 "Change of Control" means (a) the acquisition by any person or group of persons of more than fifty percent (50%) of the voting securities or equivalent ownership interest of a Party; (b) a merger or consolidation in which a Party is not the surviving entity; or (c) a sale of all or substantially all of the assets of a Party .
ARTICLE II
SETTLEMENT OF THE LITIGATION
Section 2.1 Dismissal with Prejudice. Within three (3) business days following the satisfaction of each of the following conditions: (a) full execution of this Agreement by all Parties; (b) execution of the License Agreement attached as Exhibit A by all Parties thereto; and (c) deposit of the Tranche 1 Payment into the escrow account maintained by the Escrow Agent in accordance with the Escrow Agreement, the Parties shall cause their respective counsel of record to jointly file the Stipulation of Dismissal with Prejudice in the form attached hereto as Exhibit E (the "Stipulation of Dismissal") in the Litigation, thereby dismissing all claims asserted by Apex against Solstice US and all counterclaims asserted by Solstice US against Apex in the Litigation, in each case with prejudice and without costs or attorneys' fees to any Party. The Parties anticipate that the target filing date for the Stipulation of Dismissal shall be on or about July 1, 2025. Each Party shall bear its own costs, expenses, and attorneys' fees incurred in connection with the Litigation through the date of dismissal. Counsel for Apex shall prepare and circulate a proposed form of Stipulation of Dismissal for review and approval by counsel for Solstice no later than three (3) business days prior to the anticipated filing date.
Section 2.2 Vacatur of Trial Date and Pre-Trial Deadlines. Contemporaneously with the filing of the Stipulation of Dismissal, the Parties shall jointly request that the Court vacate the trial date of September 30, 2025 and all remaining pre-trial deadlines, including any deadlines for the filing of motions in limine, trial briefs, proposed findings of fact and conclusions of law, exhibit lists, deposition designations, and voir dire questions or jury instructions, as applicable. The Parties shall cooperate in good faith to prepare and file any joint stipulation, motion, or other submission required by the Court in connection with such request.
Section 2.3 No Admission of Liability. This Agreement is entered into solely for the purpose of compromising and settling disputed claims, and nothing contained in this Agreement, nor the fact of its execution, shall be construed as or deemed to be evidence of an admission or concession by any Party of any liability, wrongdoing, or fault whatsoever. Without limiting the generality of the foregoing:
(a) Nothing herein constitutes an admission by Solstice, or shall be deemed to constitute an admission by Solstice, that any Accused Product infringes, has infringed, or would infringe any claim of any Asserted Patent or any other patent owned or controlled by Apex, or that any Asserted Patent or any other patent owned or controlled by Apex is valid or enforceable;
(b) Nothing herein constitutes an admission by Apex, or shall be deemed to constitute an admission by Apex, that any Asserted Patent or any other patent owned or controlled by Apex is invalid, unenforceable, or not infringed by any Accused Product or any other product manufactured, sold, or distributed by Solstice; and
(c) This Agreement, its terms, and any statements or communications made during the negotiation hereof shall not be admissible in evidence in any proceeding, except as may be necessary to enforce the terms of this Agreement or to assert the Stipulation of Dismissal as a bar to any subsequent action between the Parties with respect to the released claims.
ARTICLE III
FINANCIAL TERMS
Section 3.1 Lump-Sum Payment. In partial consideration of the settlement of the Litigation, the license grant described in Article IV, the covenant not to sue described in Article V, and the mutual releases described in Article VI, Solstice shall pay to Apex a total lump-sum amount of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) (the "Lump-Sum Payment"), payable in two tranches as set forth in Section 3.2. All payments comprising the Lump-Sum Payment shall be made in United States dollars by wire transfer of immediately available funds to the escrow account designated by the Escrow Agent in accordance with the Escrow Agreement.
Section 3.2 Payment Schedule. The Lump-Sum Payment shall be paid in the following installments:
(a) Tranche 1 Payment. The sum of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) (the "Tranche 1 Payment") shall be deposited by Solstice into the escrow account maintained by Tidewater Fiduciary Services, Inc. (the "Escrow Agent") within ten (10) business days following the Effective Date (the "Tranche 1 Deadline"), which deadline the Parties anticipate will fall on or before June 30, 2025. Upon confirmation by the Escrow Agent of the receipt of the Tranche 1 Payment in full, the Escrow Agent shall release the Tranche 1 Payment to Apex within three (3) business days following such confirmation, in accordance with the terms and conditions of the Escrow Agreement.
(b) Tranche 2 Payment. The sum of Three Million Five Hundred Thousand Dollars ($3,500,000) (the "Tranche 2 Payment") shall be deposited by Solstice into the escrow account maintained by the Escrow Agent on or before   (the "Tranche 2 Deadline"). Upon confirmation by the Escrow Agent of the receipt of the Tranche 2 Payment in full, the Escrow Agent shall release the Tranche 2 Payment to Apex within three (3) business days following such confirmation, in accordance with the terms and conditions of the Escrow Agreement.
Section 3.3 Running Royalty. Commencing on January 1, 2026 and continuing for the remaining life of the Licensed Patents (the last-to-expire of which is the '105 Patent, having an expiration date of January 10, 2038), Solstice shall pay to Apex a running royalty equal to three and three-quarters percent (3.75%) of Net Sales of Licensed Products by Solstice, Solstice's Affiliates, and authorized sublicensees (the "Running Royalty"). The Running Royalty shall be payable on a quarterly basis within forty-five (45) days following the end of each calendar quarter (i.e., payments due on or before May 15, August 14, November 14, and February 14 of each year for the preceding quarter). Each quarterly Running Royalty payment shall be accompanied by a written royalty report (each, a "Royalty Report") in the form and containing the detail set forth in Exhibit D, which report shall include, at a minimum, a detailed calculation of Net Sales for the applicable quarter, broken down by Licensed Product, territory, and sales channel, and the computation of the Running Royalty payable thereon. The Running Royalty obligation shall be further described in and governed by the License Agreement attached as Exhibit A. For the avoidance of doubt, Net Sales of Licensed Products occurring between the Effective Date and December 31, 2025 shall not be subject to the Running Royalty, as such sales are covered by the Lump-Sum Payment.
Section 3.4 Annual Royalty Floor. Beginning with calendar year 2026, if the aggregate Running Royalty payable by Solstice in respect of any full calendar year (the "Actual Royalty") is less than Five Hundred Thousand Dollars ($500,000) (the "Annual Minimum Royalty"), Solstice shall pay to Apex the difference between the Actual Royalty and the Annual Minimum Royalty (such difference, the "Shortfall Payment") within forty-five (45) days following the end of such calendar year. For the avoidance of doubt, the Annual Minimum Royalty shall be prorated for any partial calendar year at the beginning or end of the Running Royalty term.
**Section   Late Payment Interest.** Any payment required to be made by Solstice under this Agreement that is not made when due shall bear interest from the applicable due date until the date such payment is made in full, at a rate equal to the lesser of (a)   per month (compounded monthly) and (b) the maximum rate of interest permitted by applicable law. The payment of such interest shall not constitute a waiver of, or otherwise limit, any other rights or remedies available to Apex in connection with such late payment.
**Section   Taxes and Withholding.** All payments made by Solstice to Apex under this Agreement shall be made free and clear of, and without deduction or withholding for, any taxes, duties, levies, imposts, or similar charges of any kind, unless such deduction or withholding is required by applicable law. In the event that Solstice is required by law to deduct or withhold any taxes from any payment to be made to Apex hereunder, Solstice shall:
(a) deduct and withhold the required amount, and the net payment received by Apex shall constitute full satisfaction of the payment obligation to the extent of such withholding;
(b) timely remit the withheld amount to the appropriate taxing authority; and
(c) promptly furnish to Apex proper evidence of the taxes withheld and paid.
The Parties shall cooperate in good faith to minimize any withholding obligations under the Convention between the Government of the United States of America and the Government of Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gains (the "U.S.-Ireland Tax Treaty") or any other applicable tax treaty, including by providing such forms, certificates, and other documentation as may be reasonably requested by the other Party or required by applicable law.  Each Party shall be solely responsible for its own income taxes arising from the receipt of payments or other consideration under this Agreement.
ARTICLE IV
LICENSE GRANT
Section 4.1 Patent License. Contemporaneously with the execution of this Agreement, the Parties shall execute the Patent License Agreement (Non-Exclusive) attached hereto as Exhibit A (the "License Agreement"). Pursuant to the License Agreement, Apex shall grant to Solstice a non-exclusive, non-transferable (except as provided in Section 10.4 of this Agreement and the corresponding provisions of the License Agreement), worldwide license under the Licensed Patents within the Licensed Field, on the terms and subject to the conditions set forth in the License Agreement. The execution and delivery of the License Agreement is a material obligation of the Parties hereunder, and the failure of any Party to execute and deliver the License Agreement contemporaneously with this Agreement shall constitute a material breach of this Agreement.
Section 4.2 Scope of License. The license granted pursuant to the License Agreement shall be limited in scope as follows:
(a) Licensed Products. The license shall extend to the PrecisionEdge™ PE-5000 Series, PE-12000 Series, and PE-15000 Series trocar assemblies  (collectively, the "Licensed Products"), in each case to the extent that such products fall within the Licensed Field.  
(b) Licensed Field. The license shall be limited to the Licensed Field, which consists of laparoscopic and minimally invasive surgical access devices, as more fully defined in Section 1.9 of this Agreement and in the License Agreement.
(c) Sublicense Right. Solstice shall have a limited right to grant sublicenses under the Licensed Patents solely to contract manufacturers engaged by Solstice or its Affiliates for the manufacture of Licensed Products, subject to the terms and conditions set forth in the License Agreement, including the requirement that each such sublicensee execute a written sublicense agreement containing terms and conditions no less restrictive than those contained in the License Agreement.
Section 4.3 No Other Rights. Except for the license expressly granted in the License Agreement attached as Exhibit A and the covenant not to sue set forth in Article V of this Agreement and in Exhibit B, no license, immunity, covenant, or other right, whether express or implied, is granted by Apex to Solstice (or to any Affiliate, sublicensee, customer, or other third party) under any other intellectual property of Apex, including, without limitation, any patents, patent applications, trademarks, trade secrets, copyrights, or other proprietary rights of Apex, whether now existing or hereafter acquired or developed. Solstice acknowledges and agrees that any rights not expressly granted herein or in the License Agreement are expressly reserved by Apex.
ARTICLE V
COVENANT NOT TO SUE
Section 5.1 Apex Covenant. In further consideration of the settlement of the Litigation and the payments to be made by Solstice hereunder, Apex covenants and agrees, for itself, its Affiliates, successors, and assigns, that it shall not assert, or cause, direct, or authorize any third party to assert, any patent in the Apex Trocar Patent Family (comprising the fourteen (14) issued United States patents and six (6) pending continuation applications listed in Exhibit C) against Solstice,   with respect to products within the Licensed Field, for the term of the Licensed Patents (i.e., through the expiration or invalidation of the last-to-expire Licensed Patent). For the avoidance of doubt, authorized sublicensees of Solstice are covered by this covenant only to the extent they are manufacturing Licensed Products under the sublicense right granted in the License Agreement. For the avoidance of doubt, the covenant not to sue set forth in this Section 5.1 is broader in scope than the license grant set forth in Article IV, in that it covers all patents in the Apex Trocar Patent Family (not only the Licensed Patents) and extends to all products within the Licensed Field (not only the Licensed Products). The covenant not to sue shall be set forth in detail in the Covenant Not to Sue instrument attached hereto as Exhibit B, which shall be executed contemporaneously with this Agreement and the License Agreement.
Section 5.2 Limitations. The covenant not to sue set forth in Section 5.1 and in Exhibit B shall be subject to the following limitations:
(a) The covenant shall not extend to any products that are outside the Licensed Field, including, without limitation, robotic surgical systems, open surgical instruments, or any devices not primarily designed for establishing or maintaining minimally invasive laparoscopic surgical access;
(b) The covenant shall not extend to any third party other than Solstice,   it being understood that the covenant is personal to Solstice and is not intended to provide protection to unrelated third parties;
(c) The covenant shall automatically terminate with respect to any Solstice Affiliate that ceases to be an Affiliate of Solstice (e.g., following a divestiture or spin-off);
(d) The covenant does not extend to any third party that acquires control of Solstice or a Solstice Affiliate through a Change of Control (as defined in Section 1.21) transaction, unless such acquirer   For purposes of this Section 5.2(d), a transfer of a single product line or a division of Solstice (other than in connection with a Change of Control) shall not entitle the transferee to the benefit of the covenant not to sue.
ARTICLE VI
MUTUAL RELEASE
Section 6.1 Release by Solstice. Effective as of the Effective Date, Solstice, for itself and on behalf of its Affiliates, and each of their respective officers, directors, managers, employees, agents, representatives, predecessors, successors, assigns, heirs, executors, administrators, and legal representatives (collectively, the "Solstice Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, and forever discharges Apex, its Affiliates, and each of their respective officers, directors, managers, employees, agents, representatives, predecessors, successors, assigns, heirs, executors, administrators, attorneys, and legal representatives (collectively, the "Apex Released Parties") from any and all claims, counterclaims, demands, damages, judgments, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, actions, suits, causes of action, obligations, losses, costs, expenses, liabilities, and demands of every kind and nature whatsoever, whether at law or in equity, whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, whether arising under federal, state, or foreign law, including without limitation claims for patent infringement, trade secret misappropriation, unfair competition, antitrust violations, and tortious interference, that any of the Solstice Releasing Parties ever had, now has, or hereafter may have against any of the Apex Released Parties, arising out of, relating to, or in connection with the Litigation, the Asserted Patents, or the Accused Products, in each case based on facts, circumstances, acts, or omissions occurring on or before the Effective Date. Without limiting the generality of the foregoing, the release set forth in this Section 6.1 specifically includes and encompasses the release of all counterclaims asserted by Solstice US in the Litigation, including the counterclaims for declaratory judgment of non-infringement, declaratory judgment of invalidity, and declaratory judgment of inequitable conduct.
Section 6.2 Release by Apex. Effective as of the Effective Date, Apex, for itself and on behalf of its Affiliates, and each of their respective officers, directors, managers, employees, agents, representatives, predecessors, successors, assigns, heirs, executors, administrators, and legal representatives (collectively, the "Apex Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, and forever discharges Solstice, its Affiliates, and each of their respective officers, directors, managers, employees, agents, representatives, predecessors, successors, assigns, heirs, executors, administrators, attorneys, and legal representatives (collectively, the "Solstice Released Parties") from any and all claims, counterclaims, demands, damages, judgments, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, actions, suits, causes of action, obligations, losses, costs, expenses, liabilities, and demands of every kind and nature whatsoever, whether at law or in equity, whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, that any of the Apex Releasing Parties ever had, now has, or hereafter may have against any of the Solstice Released Parties, arising out of, relating to, or in connection with the Litigation, the Asserted Patents, or the Accused Products, in each case based on facts, circumstances, acts, or omissions occurring on or before the Effective Date.
Section 6.3 Waiver of Unknown Claims. Each Party acknowledges that it may discover facts, claims, or circumstances different from, or in addition to, those that it now knows or believes to be true with respect to the matters released in Sections 6.1 and 6.2, and each Party agrees that the releases set forth in this Article VI shall be and remain effective in all respects notwithstanding any such discovery or any change in the facts or law applicable to any matter released hereby. Each Party, on behalf of itself and the releasing parties identified in Sections 6.1 and 6.2, as applicable, hereby expressly, knowingly, and voluntarily waives and relinquishes any and all rights and benefits that it may have under any statute, rule, regulation, or principle of common law of any jurisdiction that would otherwise limit or restrict the effect of a release to those claims that are known or suspected to exist at the time of execution of the release, including, without limitation, any analogous protections afforded under the laws of Ireland or the State of Delaware. Each Party acknowledges that it has been advised by counsel regarding, and is familiar with, the effect of this waiver.
Section 6.4 Carve-Out. Notwithstanding anything to the contrary in this Article VI, the releases set forth in Sections 6.1 and 6.2 shall not release, discharge, or otherwise affect any Party's rights, remedies, or obligations arising under or in connection with: (a) this Agreement; (b) the License Agreement (Exhibit A); (c) the Covenant Not to Sue (Exhibit B); (d) the Escrow Agreement; or (e) any other agreement or instrument executed by the Parties contemporaneously herewith and expressly referenced herein, or any claims arising from a breach of any of the foregoing. The Parties intend that all such agreements shall remain in full force and effect in accordance with their respective terms, notwithstanding the general releases contained in this Article VI.
ARTICLE VII
MOST-FAVORED LICENSEE
Section 7.1 MFL Obligation. If, at any time during the term of the License Agreement, Apex enters into a patent license agreement (or amends an existing license agreement) with any third party under one or more of the Licensed Patents for the manufacture, use, sale, offer for sale, or importation of products within the Licensed Field at an effective running royalty rate that is lower than three and three-quarters percent (3.75%) of net sales (as determined on a comparable basis to the calculation of Net Sales under this Agreement), Apex shall promptly, and in any event within thirty (30) days following the execution of such third-party license agreement, notify Solstice in writing of the existence and effective running royalty rate of such third-party license, together with such information as is reasonably necessary for Solstice to verify the applicability of this Section 7.1, subject to appropriate confidentiality protections. The notification protocol and procedures for invoking and implementing the most-favored licensee adjustment are set forth in the Side Letter executed by the Parties contemporaneously herewith as a separate instrument. Upon receipt of such notice and confirmation that the third-party license qualifies under this Section 7.1, Solstice's Running Royalty rate under Section 3.3 and the License Agreement shall automatically adjust to the lower rate, effective prospectively from the date of execution of the qualifying third-party license agreement. For the avoidance of doubt, no retroactive adjustment or refund shall be required.
Section 7.2 Exclusions from MFL. The most-favored licensee obligation set forth in Section 7.1 shall not apply to, and shall not be triggered by, any of the following:
(a) settlement agreements entered into by Apex in connection with the resolution of patent infringement litigation or threatened litigation, where the effective royalty rate reflects, in whole or in part, the litigation risk, costs, and uncertainties associated with such dispute, regardless of whether the royalty rate in such settlement agreement is lower than 3.75%, including any settlement of litigation, arbitration, or administrative proceeding (including inter partes review or post-grant review before the U.S. Patent and Trademark Office);
(b) cross-license agreements in which non-monetary consideration (including, without limitation, the grant of reciprocal license rights under the counterparty's patent portfolio) is exchanged, such that the effective royalty rate cannot reasonably be compared on a like-for-like basis with the Running Royalty under this Agreement, or where the parties exchange licenses under respective patent portfolios, regardless of whether a balancing payment is made; and
(c) license agreements entered into by Apex in connection with a merger, acquisition, consolidation, reorganization, or similar Change of Control transaction involving Apex, where the license is granted as part of the overall consideration for such transaction;
(d) licenses granted to entities in the Licensed Field with annual net revenues of less than  , where the lower royalty rate reflects the smaller commercial scale of the licensee; and
(e) licenses granted as part of a standards-setting organization commitment or FRAND/RAND obligation.
ARTICLE VIII
AUDIT RIGHTS
Section 8.1 Audit Right. During the term of the Running Royalty obligation and for a period of two (2) years following the expiration or termination thereof, Apex shall have the right, at its own expense (subject to Section 8.3), to cause an audit to be conducted of Solstice's books, records, and accounts relating to the calculation and payment of Net Sales and Running Royalties hereunder, for the purpose of verifying the accuracy of the Royalty Reports and the amounts of the Running Royalty payments made by Solstice during the applicable audit period. Such audit right may be exercised no more than once in any calendar year and shall cover no more than the three (3) most recently completed calendar years for which Royalty Reports have been delivered. The audit shall be conducted by an independent certified public accounting firm of nationally recognized standing that is mutually agreed upon by the Parties, or, in the event the Parties are unable to agree upon such firm within fifteen (15) days following Apex's notice of its intent to conduct an audit, the accounting firm shall be selected by the American Arbitration Association upon application by either Party.
Section 8.2 Audit Procedures. The following procedures shall govern the conduct of any audit under this Article VIII:
(a) Apex shall provide Solstice not less than   days' prior written notice of its intent to conduct an audit, which notice shall identify the proposed audit period and the name of the proposed independent auditor.
(b) The audit shall be conducted during normal business hours at Solstice's principal U.S. office at 3800 Concord Pike, Suite 410, Wilmington, Delaware 19803, or at such other location where Solstice's relevant books and records are maintained, as Solstice may reasonably designate.
(c) The independent auditor shall have access to such books, records, accounts, invoices, purchase orders, shipping documents, and other documentation as are reasonably necessary to verify the accuracy of Solstice's calculation and reporting of Net Sales and Running Royalties for the applicable audit period, but shall not have access to any other books, records, or information of Solstice.
(d) The independent auditor shall report to the Parties only its conclusions as to the accuracy of the Royalty Reports and the amount of any underpayment or overpayment, and shall not disclose to Apex any specific financial data or information of Solstice except to the extent necessary to support such conclusions.
(e) The audit shall be completed, and the auditor's report delivered to both Parties, within ninety (90) days following commencement of the audit, unless the Parties mutually agree to an extension.
Section 8.3 Audit Costs. The costs and expenses of any audit conducted under this Article VIII shall be borne by Apex; provided, however, that if any such audit reveals that the Running Royalty paid by Solstice for the audited period was less than   of the amount properly due for such period (i.e., an underpayment exceeding   of the amounts properly due), Solstice shall bear and promptly reimburse Apex for the reasonable costs and expenses of such audit. Any underpayment of Running Royalties discovered through an audit shall be paid by Solstice to Apex within thirty (30) days following Solstice's receipt of the auditor's report, together with interest on the underpaid amount calculated in accordance with Section   from the date such amount was originally due until the date of actual payment. In the event an audit reveals an overpayment of Running Royalties, Apex shall, at Solstice's election, either promptly refund the amount of the overpayment or credit such amount against future Running Royalty payments.
Section 8.4 Confidentiality of Audit. All information disclosed to, or obtained by, the independent auditor or Apex in connection with any audit conducted under this Article VIII shall be deemed "Confidential Information" for purposes of Article IX and shall be subject to the confidentiality obligations set forth therein. The independent auditor shall, as a condition to its engagement, execute a confidentiality agreement in form and substance reasonably satisfactory to both Parties, restricting the use and disclosure of all information obtained during the audit to the sole purpose of verifying the accuracy of Solstice's Royalty Reports and Running Royalty payments.
Section 8.5 Record Retention. Solstice shall maintain complete and accurate books and records relating to the manufacture, sale, and distribution of Licensed Products, and all records necessary to verify the calculation of Net Sales and Running Royalties, for a period of not less than   years following the calendar year to which such records relate.
ARTICLE IX
CONFIDENTIALITY
Section 9.1 Confidential Information. The terms and conditions of this Agreement (including the financial terms set forth in Article III), the License Agreement (Exhibit A), the Covenant Not to Sue (Exhibit B), all Exhibits and schedules hereto, the Escrow Agreement, the Side Letter, and all related agreements, instruments, and correspondence exchanged between the Parties in connection with the negotiation, execution, and performance of this Agreement (collectively, "Confidential Information") shall be kept strictly confidential by each Party and shall not be disclosed, published, or otherwise made available to any third party, except as expressly provided in this Article IX.
Section 9.2 Permitted Disclosures. Notwithstanding Section 9.1, each Party may disclose Confidential Information to the following persons and in the following circumstances:
(a) to such Party's Affiliates, and to the officers, directors, managers, employees, attorneys, accountants, auditors, financial advisors, bankers, and insurers of such Party and its Affiliates, in each case who have a need to know such Confidential Information in connection with the performance of their duties relating to this Agreement and who are bound by obligations of confidentiality no less restrictive than those set forth in this Article IX (it being understood that the auditors for Solstice are Glenmore & Byrne LLP and the auditors for Apex are Creston Perry LLP);
(b) to the extent required by applicable law, regulation, stock exchange rule, or order, subpoena, or other process of a court, tribunal, or governmental body of competent jurisdiction; provided that the disclosing Party shall, to the extent legally permissible, give the other Party prompt written notice of such required disclosure sufficiently in advance of such disclosure to enable the other Party to seek a protective order, confidential treatment, or other appropriate remedy, and the disclosing Party shall cooperate reasonably with the other Party in connection with any such effort;
(c) to tax authorities and regulatory bodies, to the extent necessary for compliance with applicable tax, regulatory, or reporting obligations;
(d) to potential acquirers, investors, or financing sources in connection with due diligence for a bona fide acquisition, merger, investment, or financing transaction involving such Party, provided that such potential acquirer, investor, or financing source has executed a written non-disclosure agreement containing terms and conditions no less restrictive than those set forth in this Article IX prior to receiving any Confidential Information; and
(e) to the Escrow Agent and its personnel, to the extent necessary for the administration and performance of the Escrow Agreement; and
(f) to any court, arbitral tribunal, or mediator in connection with the enforcement of this Agreement or any dispute arising hereunder
Section 9.3 Public Statement. Within five (5) business days following the filing of the Stipulation of Dismissal, the Parties shall jointly issue the Agreed Joint Public Statement in the form attached hereto as Exhibit F. The Agreed Joint Public Statement shall state only that "the matter has been resolved on mutually agreeable terms" and shall not disclose any financial terms, license terms, or other details of this Agreement. Neither Party shall make any other public statement, press release, announcement, or disclosure regarding the terms, conditions, or existence of this settlement, or the negotiations leading thereto, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed.
Section 9.4 Remedies for Breach. The Parties acknowledge and agree that any breach or threatened breach of the confidentiality obligations set forth in this Article IX would cause irreparable harm to the non-breaching Party for which monetary damages alone would be an insufficient remedy. Accordingly, each Party shall be entitled to seek and obtain injunctive relief, specific performance, or other equitable relief from any court of competent jurisdiction (including the courts identified in Section 13.3) to prevent or restrain any breach or threatened breach of this Article IX, in addition to any other remedies available to it at law or in equity. The seeking or obtaining of such equitable relief shall not be deemed a waiver of any right to seek monetary damages, nor shall the exercise of any right to seek monetary damages be deemed a waiver of any right to seek equitable relief.
Section 9.5 Duration of Confidentiality Obligations. The obligations set forth in this Article IX shall survive expiration or termination of this Agreement and shall remain in effect for a period of   years following such expiration or termination.
ARTICLE X
REPRESENTATIONS AND WARRANTIES
Section 10.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Parties as of the Effective Date as follows:
(a) Organization and Good Standing. Such Party is a corporation or other legal entity duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of its jurisdiction of formation, and has all requisite corporate or organizational power and authority to own and operate its properties and assets and to carry on its business as currently conducted.
(b) Power and Authority. Such Party has full corporate or organizational power and authority to execute and deliver this Agreement and each other agreement, instrument, and document contemplated hereby to which it is a party, and to perform all of its obligations hereunder and thereunder.
(c) Due Authorization. The execution, delivery, and performance of this Agreement and each other agreement, instrument, and document contemplated hereby to which such Party is a party have been duly authorized by all necessary corporate or organizational action on the part of such Party, including any required approvals of its board of directors or equivalent governing body, and no other corporate or organizational proceedings on the part of such Party are necessary to authorize the execution, delivery, and performance of this Agreement.
(d) Binding Obligation. This Agreement constitutes, and each other agreement, instrument, and document contemplated hereby to which such Party is a party, when executed and delivered, will constitute, a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 10.2 Apex Representations and Warranties. Apex hereby represents and warrants to Solstice as of the Effective Date as follows:
(a) Ownership of Patents. Apex is the sole and exclusive owner of the entire right, title, and interest in and to each of the Asserted Patents and each patent and patent application in the Apex Trocar Patent Family, free and clear of all liens, encumbrances, security interests, options, charges, and adverse claims of any kind, other than the license granted to Solstice hereunder and any non-exclusive licenses previously disclosed to Solstice in writing.
(b) Right to Grant License and Covenant. Apex has the full right, power, and authority to grant the license contemplated by Article IV and the License Agreement and the covenant not to sue contemplated by Article V and Exhibit B, and such grant does not conflict with, violate, or constitute a default under any agreement, instrument, order, or other obligation to which Apex is a party or by which it is bound.
(c) No Conflicting Licenses. As of the Effective Date, no third party has any exclusive license under the Licensed Patents in the Licensed Field that would conflict with, impair, or diminish the rights granted to Solstice under the License Agreement or the covenant not to sue set forth in Article V.
(d) Subsistence of Patents. The Asserted Patents are subsisting and, to Apex's knowledge after reasonable inquiry, all maintenance fees, annuities, and other payments required to maintain the Asserted Patents in force have been timely paid through the Effective Date.
Section 10.3 Solstice Representations and Warranties. Solstice hereby represents and warrants to Apex as of the Effective Date as follows:
(a) Corporate Structure. Solstice Biomedical, Inc. is a wholly owned subsidiary of Solstice Biomedical Devices Ltd.
(b) Financial Capacity. Solstice has the financial capacity and resources necessary to make the Lump-Sum Payment (including each tranche thereof) and all Running Royalty payments as and when due in accordance with the terms of this Agreement, and the execution and performance of this Agreement will not render Solstice unable to meet its obligations as they become due in the ordinary course of business.
Section 10.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. EACH PARTY HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
ARTICLE XI
INDEMNIFICATION
Section 11.1 Indemnification by Apex. Apex shall indemnify, defend, and hold harmless Solstice, its Affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Solstice Indemnitees") from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses of litigation) (collectively, "Losses") incurred by any Solstice Indemnitee arising out of, resulting from, or relating to any breach by Apex of any representation, warranty, covenant, or obligation of Apex under this Agreement.
Section 11.2 Indemnification by Solstice. Solstice shall indemnify, defend, and hold harmless Apex, its Affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Apex Indemnitees") from and against any and all Losses incurred by any Apex Indemnitee arising out of, resulting from, or relating to any breach by Solstice of any representation, warranty, covenant, or obligation of Solstice under this Agreement.
Section 11.3 Indemnification Procedures. The obligations of each indemnifying Party under this Article XI shall be subject to the following procedures:
(a) Notice. The indemnified Party shall provide prompt written notice to the indemnifying Party of any claim, action, suit, or proceeding for which indemnification is sought (a "Claim"), which notice shall be provided within thirty (30) days of the indemnified Party becoming aware of such Claim and which notice shall describe in reasonable detail the facts and circumstances giving rise to such Claim. The failure of the indemnified Party to provide timely notice shall not relieve the indemnifying Party of its indemnification obligations, except to the extent that the indemnifying Party is actually and materially prejudiced by such failure.
(b) Control of Defense. The indemnifying Party shall have the right, at its sole cost and expense, to assume and control the defense of any Claim for which indemnification is sought, using counsel of its own choosing that is reasonably acceptable to the indemnified Party. If the indemnifying Party elects to assume the defense, the indemnified Party shall have the right to participate in such defense at its own expense with counsel of its choosing. If the indemnifying Party does not assume the defense within thirty (30) days following receipt of notice, the indemnified Party may assume the defense at the indemnifying Party's cost and expense. 
(c) Cooperation. The indemnified Party shall cooperate fully and in good faith with the indemnifying Party in the investigation, defense, and resolution of any Claim, including by making available relevant documents, records, and personnel as reasonably requested by the indemnifying Party.
(d) Settlement. The indemnifying Party shall not settle, compromise, or consent to the entry of any judgment with respect to any Claim without the prior written consent of the indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed), unless such settlement (i) includes an unconditional release of the indemnified Party from all liability with respect to such Claim, (ii) does not impose any non-monetary obligations on the indemnified Party, and (iii) does not contain any admission of fault or wrongdoing by the indemnified Party.
Section 11.4 Limitation of Liability. EXCEPT FOR   NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY.
ARTICLE XII
TERM AND TERMINATION
Section 12.1 Term. This Agreement shall become effective on the Effective Date and shall remain in full force and effect until the later of: (a) the expiration or invalidation of the last-to-expire Licensed Patent (currently anticipated to be the '105 Patent, expiring on January 10, 2038); and (b) the date on which all payment obligations of Solstice arising under this Agreement (including any accrued and unpaid Running Royalty, Shortfall Payment, interest, and audit-related amounts) have been satisfied in full (the "Term").
Section 12.2 Termination for Material Breach. Either Party may terminate this Agreement upon written notice to the other Party if the other Party commits a material breach of any provision of this Agreement and fails to cure such breach within   days after receipt of written notice from the non-breaching Party specifying the breach in reasonable detail and stating the non-breaching Party's intention to terminate this Agreement if the breach is not cured (the "Cure Period"). Notwithstanding the foregoing, in the event of a failure by Solstice to make any payment when due under this Agreement:
(a) With respect to nonpayment of Running Royalties, Apex's sole and exclusive remedy shall be to collect the unpaid amount (together with interest thereon calculated in accordance with Section  ) and to exercise its audit rights under Article VIII;
(b) Apex shall not have the right to terminate this Agreement or the License Agreement solely on the basis of Solstice's failure to make a Running Royalty payment when due, unless such nonpayment remains uncured for a period of   days following Solstice's receipt of written notice from Apex specifying the delinquent payment in reasonable detail (the "Extended Cure Period"); and
(c) If the nonpayment remains uncured at the expiration of the Extended Cure Period, Apex may terminate this Agreement and the License Agreement upon written notice to Solstice, and all rights granted to Solstice hereunder and under the License Agreement shall thereupon cease.
Section 12.3 Survival. The following provisions of this Agreement shall survive the expiration or termination of this Agreement for any reason and shall continue in full force and effect in accordance with their respective terms: Article VI (Mutual Release); Article VIII (Audit Rights); Article IX (Confidentiality); Article XI (Indemnification); Section   (Late Payment Interest) with respect to any amounts accrued and unpaid as of the date of expiration or termination; Section 10.4 (Disclaimer); and Article XIII (General Provisions), in each case to the extent applicable. For the avoidance of doubt, the Stipulation of Dismissal with Prejudice, once duly filed with and entered by the Court, shall not be affected, vacated, or otherwise altered by any subsequent termination of this Agreement, and the dismissal of the Litigation with prejudice shall be final and irrevocable. The Parties further agree that the mutual releases set forth in Article VI, having become effective as of the Effective Date, shall not be revoked, rescinded, or otherwise affected by any termination of this Agreement.
ARTICLE XIII
GENERAL PROVISIONS
Section 13.1 Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (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.
Section 13.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof (other than any request for injunctive or other equitable relief pursuant to Section 9.4) shall be resolved in accordance with the following procedures:
(a) Good-Faith Negotiation. The Parties shall first attempt to resolve such dispute through good-faith negotiation between their respective General Counsel — Eamon Rourke for Solstice and Martin Hale for Apex — for a period of twenty (20) days following written notice by either Party to the other Party identifying the dispute and requesting negotiation (the "Negotiation Period").
(b) Binding Arbitration. If the dispute is not resolved during the Negotiation Period, either Party may submit the dispute to binding arbitration administered by the American Arbitration Association ("AAA") in Wilmington, Delaware, under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a panel of three (3) arbitrators. The arbitrator

PRIVILEGED AND CONFIDENTIAL SUBJECT TO FEDERAL RULE OF EVIDENCE 408

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

RECITALS

WHEREAS:

ARTICLE I

DEFINITIONS

ARTICLE II

SETTLEMENT OF THE LITIGATION

ARTICLE III

FINANCIAL TERMS

ARTICLE IV

LICENSE GRANT

ARTICLE V

COVENANT NOT TO SUE

ARTICLE VI

MUTUAL RELEASE

ARTICLE VII

MOST-FAVORED LICENSEE

ARTICLE VIII

AUDIT RIGHTS

ARTICLE IX

CONFIDENTIALITY

ARTICLE X

REPRESENTATIONS AND WARRANTIES

ARTICLE XI

INDEMNIFICATION

ARTICLE XII

TERM AND TERMINATION

ARTICLE XIII

GENERAL PROVISIONS

Record

Parties

Dates

Amounts