1037-00004 · Solstice Biomedical Devices Ltd · Settlement Negotiation

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TERM SHEET — LICENSE-AND-DISMISSAL SETTLEMENT

Binding Principal Terms for Settlement of Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA, U.S. District Court for the District of Delaware

Date of Execution: June 10, 2025

CONFIDENTIAL — SUBJECT TO MUTUAL CONFIDENTIALITY OBLIGATIONS

This Term Sheet sets forth the binding principal terms agreed by the Parties (as defined below) for the resolution and settlement of the above-captioned litigation. The terms set forth herein shall be incorporated into a Definitive Settlement Agreement and Mutual Release (the "Definitive Agreement"), which the Parties shall negotiate in good faith and target for execution on or before June 16, 2025. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 3 below.

1. Parties

1.1 Apex Surgical Innovations, Inc. ("Apex"), a corporation organized and existing under the laws of the State of Delaware, EIN 51-0483762, with its principal offices located at 1220 North Market Street, Suite 550, Wilmington, Delaware 19801. Apex is represented in the above-captioned litigation and in connection with this Term Sheet by Hargrove, Tate & Bennington LLP, 900 North King Street, Suite 1200, Wilmington, Delaware 19801 (Victoria Stanton, Lead Partner).

1.2 Solstice Biomedical Devices Ltd. ("Solstice Ireland"), a private limited company organized under the laws of Ireland, Companies Registration Office Number 648217, with its registered office at Unit 14, Clonskeagh Business Park, Clonskeagh Road, Dublin 14, D14 YF28, Ireland; together with its wholly owned U.S. subsidiary Solstice Biomedical, Inc. ("Solstice U.S."), a corporation organized and existing under the laws of the State of Delaware, EIN 84-3291056, with its principal offices located at 3800 Concord Pike, Suite 410, Wilmington, Delaware 19803 (Solstice Ireland and Solstice U.S. are collectively referred to herein as the "Solstice Parties"). The Solstice Parties are represented in the above-captioned litigation and in connection with this Term Sheet by Calderwood & Harkness LLP, 1201 Market Street, Suite 2500, Wilmington, Delaware 19801 (Marcus Delgado, Responsible Partner).

1.3 Apex and the Solstice Parties are each referred to individually as a "Party" and collectively as the "Parties."

2. Recitals and Background

2.1 Apex is the owner by assignment of the following United States patents, each naming Dr. Raymond Szabo as the sole inventor: (a) U.S. Patent No. 9,814,237, entitled "Locking Seal Assembly for Minimally Invasive Surgical Access Device," issued November 14, 2017 (the "'237 Patent"); (b) U.S. Patent No. 10,271,884, entitled "Retractable Blade Deployment Mechanism for Trocar Systems," issued April 30, 2019 (the "'884 Patent"); and (c) U.S. Patent No. 10,932,105, entitled "Integrated Insufflation Valve and Seal for Laparoscopic Trocar," issued March 2, 2021 (the "'105 Patent," and together with the '237 Patent and the '884 Patent, the "Asserted Patents").

2.2 On May 9, 2024, Apex filed a complaint in the United States District Court for the District of Delaware, initiating the action captioned Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA (the "Litigation"), alleging that Solstice Biomedical, Inc.'s PrecisionEdge™ PE-5000, PE-12000, and PE-15000 series laparoscopic trocar assemblies (and related components) infringe certain claims of the '237 Patent, the '884 Patent, and the '105 Patent.

2.3 The Litigation is pending before Chief Judge Richard G. Andrews in the United States District Court for the District of Delaware.

2.4 On June 14, 2024, Solstice Biomedical, Inc. filed its Answer, Affirmative Defenses, and Counterclaims in the Litigation, asserting, among other things, 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 in connection with the prosecution of the Asserted Patents.

2.5 On December 6, 2024, the Court issued a Claim Construction Order pursuant to Markman v. Westview Instruments, Inc., 517 U.S. 370 (1996), construing nine disputed claim terms across the Asserted Patents.

2.6 The Parties have engaged in extensive fact and expert discovery, including the production and review of over 1.2 million pages of documents, numerous depositions of fact and expert witnesses, and the exchange of opening and rebuttal expert reports on issues of infringement, invalidity, damages, and inequitable conduct.

2.7 On March 17, 2025, the Parties participated in a full-day mediation before the Honorable Margaret Forsythe (Ret.) at Amberstone ADR Services in Wilmington, Delaware. While the mediation did not result in a settlement at that time, it narrowed the issues and facilitated productive dialogue between the Parties.

2.8 On May 5, 2025, the Court denied both Parties' cross-motions for summary judgment in their entirety.

2.9 On May 12, 2025, the Parties attended a second settlement conference before Magistrate Judge Colleen Pratt, during which the framework for the present settlement was discussed and substantially advanced.

2.10 Trial in the Litigation is currently scheduled to commence on September 30, 2025.

2.11 The Parties now desire to resolve all disputes, claims, counterclaims, and controversies between them in the Litigation, and to establish a going-forward licensing arrangement, on the terms and conditions set forth in this Term Sheet, without any admission of liability, fault, or wrongdoing by any Party.

3. Definitions

For purposes of this Term Sheet, the following terms shall have the meanings set forth below:

3.1 "Apex Trocar Patent Family" means all fourteen (14) issued United States patents and six (6) pending continuation applications related to the Asserted Patents, as identified on Schedule 1 attached hereto and to be more fully enumerated in Exhibit C to the Definitive Agreement.

3.2 "Asserted Patents" means U.S. Patent No. 9,814,237; U.S. Patent No. 10,271,884; and U.S. Patent No. 10,932,105.

3.3 "Definitive Agreement" means the Settlement Agreement and Mutual Release to be negotiated and executed by the Parties in accordance with Section 14 of this Term Sheet, incorporating the terms set forth herein together with such additional customary provisions as the Parties may agree upon.

3.4 "Effective Date" means the date of execution of the Definitive Agreement by all Parties.

3.5 "Licensed Field" means laparoscopic surgical access devices, including trocar assemblies and related access port systems designed and marketed for use in minimally invasive laparoscopic surgical procedures.

3.6 "Licensed Patents" means the Asserted Patents together with any and all continuations, continuations-in-part (solely to the extent the claims thereof are entitled to the benefit of priority of the Asserted Patents), divisionals, reissues, reexamination certificates, and extensions thereof. As of the date of this Term Sheet, the Apex Trocar Patent Family comprises fourteen (14) issued U.S. patents and six (6) pending continuation applications, as listed on Schedule 1 hereto.

3.7 "Licensed Products" means Solstice's PrecisionEdge™ PE-5000 Series, PE-12000 Series, and PE-15000 Series laparoscopic trocar assemblies, together with any successor products that are covered by one or more claims of the Licensed Patents and that fall within the Licensed Field.

3.8 "Net Sales" means the gross amounts invoiced by the Solstice Parties (or any permitted sublicensee) for sales of Licensed Products to unaffiliated third parties, less the following deductions to the extent actually incurred, allowed, accrued, or allocated, and not otherwise recovered by the Solstice Parties:

(a) trade, quantity, and cash discounts and rebates actually granted to customers, including chargebacks and retroactive price reductions;

(b) credits, allowances, or refunds for returns, rejections, or recalls of Licensed Products;

(c) freight, shipping, insurance, and handling charges included in the invoiced amount and separately stated on the applicable invoice;

(d) sales, use, value-added, excise, and other similar taxes, duties, and governmental charges imposed on the sale of Licensed Products that are included in the invoiced amount; and

(e) chargebacks and administrative fees paid to group purchasing organizations, managed care organizations, or similar entities in connection with the sale of Licensed Products.

In no event shall any particular amount be deducted more than once in calculating Net Sales. Sales between or among the Solstice Parties or their affiliates shall not be included in Net Sales unless such entities are the end users of the Licensed Products; rather, Net Sales shall be determined based on the first arm's-length sale to an unaffiliated third party.

4. Lump-Sum Settlement Payment

4.1 Aggregate Amount. In consideration of the mutual covenants and agreements set forth herein, and in full and final settlement of all past damages claims asserted or assertable in the Litigation, Solstice shall pay to Apex an aggregate lump-sum settlement payment in the amount of Eight Million Seven Hundred Fifty Thousand United States Dollars ($8,750,000) (the "Settlement Payment"), payable in two tranches as set forth below.

4.2 Tranche 1. Five Million Two Hundred Fifty Thousand United States Dollars ($5,250,000) shall be due and payable within ten (10) business days following execution of the Definitive Agreement. Based on the targeted execution date of June 16, 2025, Tranche 1 shall be due no later than June 30, 2025.

4.3 Tranche 2. Three Million Five Hundred Thousand United States Dollars ($3,500,000) shall be due and payable on or before September 15, 2025.

4.4 Escrow Arrangements. Both Tranche 1 and Tranche 2 shall be deposited by the Solstice Parties into an escrow account maintained at Tidewater Fiduciary Services, Inc., located at 300 Delaware Avenue, Suite 1400, Wilmington, Delaware 19801 (Contact: Jennifer Hsu, Vice President, Escrow Services) (the "Escrow Agent"). The Escrow Agent shall release each tranche payment to Apex within three (3) business days following the Escrow Agent's confirmation of receipt of the applicable deposit in immediately available funds. The terms and conditions governing the escrow arrangement, including the Escrow Agent's duties, fees, and liability limitations, shall be set forth in a separate Escrow Agreement to be executed by Apex, the Solstice Parties, and the Escrow Agent concurrently with the execution of the Definitive Agreement.

4.5 Wire Transfer Instructions. All payments under this Section 4 shall be made by wire transfer of immediately available funds to the account designated by the Escrow Agent. Wire transfer instructions shall be exchanged by the Parties' respective counsel no later than two (2) business days prior to the applicable payment due date.

4.6 Late Payment Interest. Any payment not received by the Escrow Agent by the applicable due date shall accrue interest from and including the due date until the date of actual receipt at a rate equal to the lesser of (a) one and one-half percent (1.5%) per month (18% per annum), compounded monthly, or (b) the maximum rate of interest permitted by applicable law.

4.7 Tax Treatment. The Parties agree that the Settlement Payment shall be treated for U.S. federal income tax purposes as consideration paid for the patent license rights granted hereunder. Each Party shall be responsible for its own tax obligations arising from the Settlement Payment, and the Solstice Parties shall issue or cause to be issued any applicable IRS Form 1099 or other tax reporting documentation as required by law.

5. Running Royalty

5.1 Royalty Rate. Commencing on the Effective Date and continuing for the remaining life of the Licensed Patents (the last-to-expire Licensed Patent currently being the '105 Patent, which expires on January 10, 2038), the Solstice Parties shall pay to Apex a running royalty equal to three and three-quarters percent (3.75%) of Net Sales of Licensed Products sold by the Solstice Parties or any permitted sublicensee during each calendar quarter (the "Running Royalty").

5.2 Royalty Floor. Notwithstanding Section 5.1, the Solstice Parties shall pay to Apex a minimum annual royalty of Five Hundred Thousand United States Dollars ($500,000) per calendar year (the "Royalty Floor"), commencing with calendar year 2026. If the aggregate Running Royalty payments for any calendar year are less than the Royalty Floor, the Solstice Parties shall pay the difference between the aggregate Running Royalty payments made for such calendar year and the Royalty Floor within forty-five (45) days following the end of such calendar year.

5.3 Royalty Cap. Notwithstanding Section 5.1, the maximum aggregate Running Royalty payable by the Solstice Parties for any calendar year shall not exceed One Million Eight Hundred Thousand United States Dollars ($1,800,000) (the "Royalty Cap"). Once the Solstice Parties' cumulative Running Royalty payments for a given calendar year equal the Royalty Cap, no further Running Royalty shall be payable for the remainder of such calendar year.

5.4 Quarterly Payment and Reporting. Running Royalty payments shall be made on a quarterly basis, with each payment due within forty-five (45) days following the end of each calendar quarter (i.e., payments due on or about February 14, May 15, August 14, and November 14 of each year). Each quarterly payment shall be accompanied by a written royalty report (the form of which shall be appended to the Definitive Agreement as Exhibit D) setting forth in reasonable detail: (a) gross invoiced sales of Licensed Products during the applicable quarter, by product line; (b) itemized deductions from gross invoiced sales, categorized by type; (c) resulting Net Sales for the quarter; and (d) the royalty computation, including any applicable adjustment for the Royalty Floor or Royalty Cap.

5.5 Proration for Partial Calendar Year 2025. For the partial calendar year commencing on the Effective Date and ending on December 31, 2025, the Royalty Floor and the Royalty Cap shall be prorated on a daily basis (i.e., the Royalty Floor and Royalty Cap shall each be multiplied by a fraction, the numerator of which is the number of days from and including the Effective Date through December 31, 2025, and the denominator of which is 365).

5.6 Year 1 Estimate. Based on Solstice's reported U.S. sales of Licensed Products for fiscal year 2023 of approximately $22.4 million, and assuming year-over-year growth of approximately 8%, the Parties estimate projected Net Sales of Licensed Products for calendar year 2026 to be approximately $24.2 million, yielding an estimated Running Royalty for calendar year 2026 of approximately $907,500. This estimate is provided for illustrative purposes only and shall not be binding on either Party or limit either Party's rights or obligations under this Section 5.

5.7 Currency. All Running Royalty payments shall be made in United States Dollars. For sales denominated in currencies other than United States Dollars, Net Sales shall be converted to United States Dollars using the average daily exchange rate published by the Federal Reserve Bank of New York for the applicable calendar quarter.

5.8 Late Payment Interest. Any Running Royalty payment not received by the applicable due date shall accrue interest in accordance with Section 4.6 above.

6. Patent License Grant

6.1 Grant of License. Subject to the terms and conditions of this Term Sheet and the Definitive Agreement (including, without limitation, the Solstice Parties' payment obligations set forth in Sections 4 and 5), Apex hereby grants to the Solstice Parties a non-exclusive, non-transferable (except as expressly provided in Section 6.4 below), worldwide license under the Licensed Patents to make, have made, use, sell, offer to sell, and import Licensed Products within the Licensed Field (the "License").

6.2 Field of Use Limitation. The License is limited to the Licensed Field — that is, laparoscopic surgical access devices. The License does not extend to any other surgical devices, instruments, or systems, nor does it extend to any product outside the scope of the Licensed Products as defined herein, unless such product constitutes a successor product covered by one or more claims of the Licensed Patents within the Licensed Field.

6.3 Sublicensing. The Solstice Parties may sublicense the rights granted under the License solely to contract manufacturers engaged by the Solstice Parties for the purpose of manufacturing Licensed Products on behalf of the Solstice Parties. Any sublicense granted pursuant to this Section 6.3 shall be in writing, shall be consistent with and subject to all of the terms and conditions of the License (including the field of use limitation), and shall terminate automatically upon termination or expiration of the License. The Solstice Parties shall provide Apex with a copy of each sublicense agreement within thirty (30) days of its execution. The Solstice Parties shall remain fully responsible for the acts and omissions of any sublicensee and for all royalty obligations arising from sales of Licensed Products by any sublicensee.

6.4 Transferability. The License is non-transferable, except that, in connection with a change of control of Solstice Biomedical Devices Ltd. — whether effected by merger, consolidation, acquisition, sale of substantially all of the assets of Solstice Biomedical Devices Ltd. or the Solstice Parties' business to which the License pertains, or any other transaction or series of related transactions resulting in a change in the beneficial ownership of more than fifty percent (50%) of the outstanding voting securities of Solstice Biomedical Devices Ltd. — the License shall automatically transfer to and be binding upon the successor entity, provided that such successor entity agrees in writing to be bound by the terms and conditions of the License. Apex shall be notified in writing of any such change of control within fifteen (15) days following the closing thereof.

6.5 Separate License Agreement. The License shall be documented in a separate Patent License Agreement, the form and substance of which shall be mutually agreed upon by the Parties and attached as Exhibit A to the Definitive Agreement.

7. Covenant Not to Sue

7.1 Scope of Covenant. Apex hereby covenants and agrees that, during the term of the License (i.e., from the Effective Date through the expiration of the last-to-expire Licensed Patent, currently January 10, 2038), Apex shall not assert, and shall cause its affiliates, successors, and assigns not to assert, any patent in the Apex Trocar Patent Family (comprising all fourteen (14) issued U.S. patents and six (6) pending continuation applications identified on Schedule 1 hereto and in Exhibit C to the Definitive Agreement) against the Solstice Parties, or any of their respective subsidiaries or affiliates, with respect to any products within the Licensed Field, whether such products are currently in existence or hereafter developed.

7.2 Running with Assignments. The covenant set forth in this Section 7 shall run with and bind any successor, assign, or transferee of Apex's rights, title, or interest in any patent within the Apex Trocar Patent Family. In the event Apex assigns, sells, or otherwise transfers any patent within the Apex Trocar Patent Family to any third party, Apex shall, as a condition to such transfer, require the transferee to agree in writing to be bound by the covenant set forth herein.

7.3 Documentation. The covenant not to sue shall be documented as a separate instrument and attached as Exhibit B to the Definitive Agreement.

8. Mutual Release

8.1 Release by Apex. Effective as of the Effective Date, Apex, on behalf of itself and its officers, directors, employees, agents, representatives, predecessors, successors, assigns, parents, subsidiaries, and affiliates, hereby irrevocably and unconditionally releases and forever discharges the Solstice Parties and their respective officers, directors, employees, agents, representatives, predecessors, successors, assigns, parents, subsidiaries, and affiliates from any and all claims, counterclaims, demands, causes of action, suits, debts, obligations, liabilities, damages, losses, costs, expenses (including attorneys' fees), and judgments of every kind and nature, whether known or unknown, suspected or unsuspected, asserted or unasserted, that Apex has, had, or may have had against the Solstice Parties arising out of, relating to, or in connection with the Litigation, including but not limited to all claims for patent infringement, willful infringement, induced infringement, contributory infringement, damages, enhanced damages, injunctive relief, costs, and attorneys' fees.

8.2 Release by the Solstice Parties. Effective as of the Effective Date, the Solstice Parties, on behalf of themselves and their respective officers, directors, employees, agents, representatives, predecessors, successors, assigns, parents, subsidiaries, and affiliates, hereby irrevocably and unconditionally release and forever discharge Apex and its officers, directors, employees, agents, representatives, predecessors, successors, assigns, parents, subsidiaries, and affiliates from any and all claims, counterclaims, demands, causes of action, suits, debts, obligations, liabilities, damages, losses, costs, expenses (including attorneys' fees), and judgments of every kind and nature, whether known or unknown, suspected or unsuspected, asserted or unasserted, that the Solstice Parties have, had, or may have had against Apex arising out of, relating to, or in connection with the Litigation, including but not limited to all counterclaims and defenses of non-infringement, invalidity, unenforceability, inequitable conduct, declaratory judgment, and any claims for damages, costs, and attorneys' fees.

8.3 Scope and Finality. The mutual releases set forth in Sections 8.1 and 8.2 are intended to be full, final, and complete, and shall be effective as of the Effective Date. Each Party acknowledges that it may discover facts in addition to or different from those it now knows or believes to be true with respect to the subject matter of the releases set forth herein, and each Party agrees that the foregoing releases shall remain in full force and effect notwithstanding the discovery of any such additional or different facts.

9. Dismissal

9.1 Joint Stipulation of Dismissal. Within fifteen (15) days following execution of the Definitive Agreement (target date: July 1, 2025), the Parties shall jointly file with the United States District Court for the District of Delaware a Stipulation of Dismissal with Prejudice of all claims and counterclaims in Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA, pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(ii).

9.2 Costs and Fees. Each Party shall bear its own costs and attorneys' fees incurred in connection with the Litigation. No Party shall seek or be entitled to recover any costs, expenses, or attorneys' fees from any other Party in connection with the Litigation or the filing of the Stipulation of Dismissal.

9.3 Form of Stipulation. The form of the Stipulation of Dismissal with Prejudice shall be mutually agreed upon by the Parties and appended to the Definitive Agreement as Exhibit E. The Stipulation shall provide for dismissal of all claims and counterclaims with prejudice, with each Party to bear its own costs and fees, and shall be in a form acceptable for filing with the Court.

10. Confidentiality

10.1 Confidential Treatment. The existence of this Term Sheet (other than the agreed joint public statement set forth in Section 10.3 below), the terms and conditions hereof, the financial terms of the settlement, the terms and conditions of the Definitive Agreement, and all documents, communications, and information exchanged between the Parties in connection with the negotiation and execution of this Term Sheet and the Definitive Agreement (collectively, "Confidential Information") shall be treated as strictly confidential by the Parties and shall not be disclosed by either Party to any third party, except as follows:

(a) as required by applicable law, regulation, stock exchange rule, or order of a court of competent jurisdiction, provided that the disclosing Party shall provide the other Party with prompt written notice of such requirement (to the extent legally permissible) and shall cooperate with the other Party in seeking a protective order or other appropriate remedy to limit such disclosure;

(b) to each Party's legal counsel, financial advisors, accountants, and other professional advisors who have a need to know such information and who are bound by professional obligations of confidentiality or who have executed written confidentiality agreements no less restrictive than the obligations set forth herein;

(c) to each Party's auditors — specifically, Glenmore & Byrne LLP (auditors for the Solstice Parties) and Creston Perry LLP (auditors for Apex) — in connection with such Party's financial reporting and audit obligations;

(d) to each Party's insurers, including Halcyon Specialty Insurance Co. (insurer for the Solstice Parties under Policy No. HSI-IP-2023-04891), solely to the extent necessary for purposes of insurance coverage reporting, claims processing, or as otherwise required under the applicable insurance policy;

(e) in connection with the enforcement of the settlement terms set forth herein or in the Definitive Agreement; and

(f) to a bona fide acquirer or potential acquirer of all or substantially all of a Party's business or assets, provided that such acquirer or potential acquirer has executed a written confidentiality agreement no less restrictive than the obligations set forth herein.

10.2 Obligations of Receiving Parties. Each Party shall be responsible for any breach of this Section 10 by its officers, directors, employees, agents, advisors, auditors, insurers, or other persons to whom Confidential Information is disclosed pursuant to Section 10.1 above.

10.3 Agreed Joint Public Statement. Any public statement regarding the settlement of the Litigation shall be limited exclusively to the following agreed joint statement, and neither Party shall make any public statement that goes beyond the scope of such agreed joint statement without the prior written consent of the other Party:

"The matter has been resolved on mutually agreeable terms."

The agreed joint public statement shall be appended to the Definitive Agreement as Exhibit F.

10.4 Duration. The confidentiality obligations set forth in this Section 10 shall survive the execution of the Definitive Agreement and shall remain in full force and effect for a period of seven (7) years following the Effective Date or, if longer, for the duration of the license term.

11. Most-Favored Licensee

11.1 Rate Adjustment. If, at any time during the term of the License, Apex enters into a license agreement with any third party for any of the Licensed Patents (or any patent within the Apex Trocar Patent Family) at a running royalty rate that is lower than three and three-quarters percent (3.75%) of net sales (as reasonably comparable to the definition of Net Sales hereunder), Apex shall promptly notify the Solstice Parties in writing of such lower rate (the "MFN Notice"), and the Running Royalty rate payable by the Solstice Parties under Section 5 shall be adjusted prospectively to match such lower rate, effective as of the date such third-party license becomes effective. For the avoidance of doubt, the adjustment shall apply only on a prospective basis and shall not require any refund or retroactive adjustment of royalties previously paid.

11.2 Notification Protocol. The detailed notification protocol and verification mechanism for the most-favored licensee provision, including the timeframe for delivery of the MFN Notice, the information to be included therein, the Solstice Parties' right to request verification, and the procedures for resolving any disputes regarding comparability of royalty rates, shall be set forth in a side letter (the "MFN Side Letter") to be executed by the Parties concurrently with the execution of the Definitive Agreement.

11.3 Litigation Settlement Exception. The most-favored licensee provision set forth in this Section 11 shall not apply to settlement-related licenses granted by Apex in connection with patent infringement litigation or threatened litigation, where the effective royalty rate reflects litigation-specific considerations (such as relative claim strength, exposure to damages, or other settlement dynamics) that are disclosed to the Solstice Parties in writing. In the event of any dispute as to whether a third-party license qualifies for this exception, the burden of establishing that the exception applies shall rest with Apex.

12. Audit Rights

12.1 Right to Audit. Apex shall have the right, at its own expense (subject to Section 12.3 below), to audit the Solstice Parties' books, records, and accounts relating to the calculation and payment of Running Royalties under this Term Sheet and the Definitive Agreement. Such audit right may be exercised no more than once per calendar year during the term of the License and for a period of three (3) years following the calendar year in which the applicable royalty payment was made.

12.2 Audit Procedures. Any audit conducted pursuant to this Section 12 shall be performed by an independent certified public accounting firm mutually agreed upon by the Parties (the "Auditor"). The Auditor shall execute a confidentiality agreement reasonably satisfactory to both Parties prior to commencing the audit. The audit shall be conducted during normal business hours upon not less than thirty (30) days' prior written notice to the Solstice Parties, and shall be limited in scope to the verification of Net Sales and the calculation of Running Royalty payments for the period(s) under review.

12.3 Audit Costs. The costs and expenses of any audit shall be borne solely by Apex; provided, however, that if an audit reveals that the Solstice Parties have underpaid Running Royalties for the audited period by more than five percent (5%) of the amount due for such period, then the Solstice Parties shall (a) bear the full cost and expense of such audit, (b) promptly pay the amount of the underpayment, and (c) pay interest on such underpayment in accordance with Section 4.6, calculated from the date the underpayment was originally due through the date of actual payment.

12.4 Confidentiality of Audit Results. All information obtained or reviewed in connection with any audit under this Section 12 shall be subject to the confidentiality obligations set forth in Section 10 and in the Definitive Agreement. The Auditor's report shall be limited to a statement of whether the Running Royalties were correctly calculated and paid and, if not, the amount of any overpayment or underpayment; the Auditor shall not disclose to Apex any underlying financial data or trade secrets of the Solstice Parties beyond what is necessary to support such conclusions.

12.5 Survival. The audit rights set forth in this Section 12 shall survive the expiration or termination of the License for a period of three (3) years with respect to royalty payments made during the final three (3) calendar years of the license term.

13. Representations and Warranties

13.1 Representations and Warranties of Apex. Apex represents and warrants to the Solstice Parties as of the date of this Term Sheet and as of the Effective Date:

(a) Ownership. Apex is the sole and exclusive owner of the entire right, title, and interest in and to the Licensed Patents, free and clear of any liens, encumbrances, security interests, or exclusive licenses that would conflict with or impair the rights granted to the Solstice Parties hereunder.

(b) Authority. Apex has full right, power, and authority to enter into this Term Sheet and to grant the License and covenant not to sue described herein, and the execution and delivery of this Term Sheet and the performance of Apex's obligations hereunder have been duly authorized by all necessary corporate action on the part of Apex.

(c) No Conflicting Grants. Apex has not previously granted any exclusive license to the Licensed Patents in the Licensed Field, and there are no outstanding agreements, commitments, or encumbrances that would conflict with or limit the License granted to the Solstice Parties hereunder.

(d) No Litigation. Except for the Litigation, there is no pending or, to Apex's knowledge, threatened litigation, proceeding, or claim by any third party that challenges or would reasonably be expected to challenge Apex's ownership of or right to license the Licensed Patents.

13.2 Representations and Warranties of the Solstice Parties. The Solstice Parties represent and warrant to Apex as of the date of this Term Sheet and as of the Effective Date:

(a) Authority. Each of the Solstice Parties has full right, power, and authority to enter into this Term Sheet and the Definitive Agreement, and the execution and delivery of this Term Sheet and the performance of each Solstice Party's obligations hereunder have been duly authorized by all necessary corporate action on the part of such Solstice Party.

(b) Subsidiary Status. Solstice Biomedical, Inc. is a wholly owned subsidiary of Solstice Biomedical Devices Ltd. and is authorized to be bound by the terms and conditions set forth in this Term Sheet and the Definitive Agreement.

(c) Solvency. Each of the Solstice Parties is solvent and has adequate financial resources to perform its payment obligations under this Term Sheet and the Definitive Agreement.

14. Definitive Agreement

14.1 Negotiation and Execution. The Parties shall negotiate in good faith and use commercially reasonable efforts to finalize and execute the Definitive Agreement on or before June 16, 2025. The Definitive Agreement shall incorporate and be consistent with the principal terms set forth in this Term Sheet.

14.2 Exhibits and Ancillary Documents. The Definitive Agreement shall include the following exhibits and attachments, among others as the Parties may mutually agree:

Exhibit A: Patent License Agreement (Non-Exclusive)

Exhibit B: Covenant Not to Sue

Exhibit C: List of Licensed Patents and Pending Applications (Apex Trocar Patent Family)

Exhibit D: Form of Royalty Report

Exhibit E: Form of Stipulation of Dismissal with Prejudice

Exhibit F: Agreed Joint Public Statement

14.3 Concurrent Ancillary Agreements. The following ancillary agreements shall be executed concurrently with the Definitive Agreement:

(a) Escrow Agreement among Apex, the Solstice Parties, and Tidewater Fiduciary Services, Inc., governing the escrow arrangements for the Settlement Payment as described in Section 4; and

(b) MFN Side Letter between Apex and the Solstice Parties, setting forth the notification protocol and verification mechanism for the most-favored licensee provision described in Section 11.

14.4 Drafting Responsibility. Apex's counsel, Hargrove, Tate & Bennington LLP, shall prepare the initial draft of the Definitive Agreement and shall circulate such draft to Calderwood & Harkness LLP within three (3) business days following the execution of this Term Sheet.

15. Governing Law and Dispute Resolution

15.1 Governing Law. This Term Sheet and the Definitive Agreement, and any disputes arising out of or relating hereto or thereto, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction.

15.2 Exclusive Jurisdiction. Any action, suit, or proceeding arising out of or relating to this Term Sheet or the Definitive Agreement shall be brought exclusively in the United States District Court for the District of Delaware. In the event that such court lacks subject matter jurisdiction over any such action, suit, or proceeding, such action, suit, or proceeding shall be brought exclusively in the Delaware Court of Chancery or, if the Delaware Court of Chancery declines jurisdiction, in the Superior Court of the State of Delaware, in each case sitting in New Castle County.

15.3 Consent to Jurisdiction; Waiver of Objections. Each Party hereby irrevocably and unconditionally (a) consents to the personal jurisdiction of the courts identified in Section 15.2 above; (b) waives any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding in such courts; and (c) waives any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

16. Binding Effect

16.1 Binding Obligation. This Term Sheet is intended to be, and upon execution by the Parties shall constitute, a binding agreement of the Parties with respect to the principal settlement terms set forth herein. Each Party acknowledges that it has had the opportunity to consult with legal counsel of its choice prior to executing this Term Sheet and that it is executing this Term Sheet voluntarily and with full knowledge of its terms and legal consequences.

16.2 Additional Provisions in Definitive Agreement. The Parties acknowledge and agree that the Definitive Agreement will contain additional customary provisions not specifically addressed in this Term Sheet, including but not limited to provisions relating to indemnification, limitation of liability, force majeure, notices, amendment and waiver mechanics, severability, integration and entire agreement, and such other provisions as are customary in agreements of this nature. The inclusion of such additional provisions shall not be deemed to be inconsistent with the terms of this Term Sheet.

16.3 Conflict Resolution. To the extent that any term or provision of the Definitive Agreement conflicts with or is inconsistent with any term or provision of this Term Sheet, the Definitive Agreement shall control upon its execution by all Parties. Until such time as the Definitive Agreement is executed, this Term Sheet shall govern the Parties' respective rights and obligations with respect to the matters addressed herein.

16.4 Interim Obligations. Pending the execution of the Definitive Agreement, the Parties agree to maintain the status quo with respect to the Litigation, including by refraining from filing any new motions, discovery requests, or other papers with the Court without the prior written consent of the other Party, except as may be required by the Court's standing orders or scheduling orders.

17. Miscellaneous

17.1 Notices. All notices, requests, demands, and other communications required or permitted to be given under this Term Sheet shall be in writing and shall be deemed duly given (a) when delivered by hand; (b) one (1) business day after being sent by nationally recognized overnight courier service (e.g., Severin Partners LLC or Halcyon Partners LLC); or (c) when sent by email (with confirmation of receipt), in each case addressed to the applicable Party at the address set forth in Section 1 above or to such other address as such Party may designate by written notice in accordance with this Section 17.1. Copies of all notices shall also be sent to the applicable Party's counsel at the addresses set forth in Section 1.

17.2 Counterparts. This Term Sheet may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Term Sheet by electronic signature (including via Brightwater Software, Ashford Health IT, or PDF) shall be deemed to be, and shall have the same legal force and effect as, execution and delivery of an original signed copy.

17.3 No Assignment. Neither Party may assign, delegate, or otherwise transfer this Term Sheet or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may assign this Term Sheet without the prior consent of the other Party in connection with a change of control of such Party, subject to and consistent with the license transferability provisions set forth in Section 6.4.

17.4 Expenses. Except as otherwise expressly provided in this Term Sheet, each Party shall bear its own costs and expenses, including attorneys' fees, accountants' fees, and other professional fees and expenses, incurred in connection with the negotiation, preparation, execution, and performance of this Term Sheet and the Definitive Agreement.

17.5 Severability. If any provision of this Term Sheet is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Term Sheet shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.

17.6 No Third-Party Beneficiaries. Nothing in this Term Sheet, express or implied, is intended to or shall confer upon any person or entity other than the Parties and their respective permitted successors and assigns any rights, benefits, or remedies of any nature whatsoever under or by reason of this Term Sheet.

17.7 Construction. This Term Sheet has been negotiated by the Parties and their respective counsel, and shall not be construed against any Party as the drafter hereof. The headings and captions contained in this Term Sheet are for convenience of reference only and shall not affect the interpretation or construction of this Term Sheet.

Signature Page

IN WITNESS WHEREOF, the undersigned have caused this Term Sheet to be executed as of the date first written above.

APEX SURGICAL INNOVATIONS, INC.

By: ________

Name: Gerald K. Whitford

Title: Chief Executive Officer

Date: June 10, 2025

Acknowledged and agreed by counsel for Apex:

HARGROVE, TATE & BENNINGTON LLP

By: ________

Name: Victoria Stanton

Title: Lead Partner

Address: 900 North King Street, Suite 1200, Wilmington, DE 19801

Date: June 10, 2025

SOLSTICE BIOMEDICAL DEVICES LTD.

By: ________

Name: Dr. Fiona Tierney

Title: Chief Executive Officer

Date: June 10, 2025

SOLSTICE BIOMEDICAL, INC.

By: ________

Name: Eamon Rourke

Title: General Counsel (signing as authorized officer on behalf of Solstice Biomedical, Inc.)

Date: June 10, 2025

Acknowledged and agreed by counsel for the Solstice Parties:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Marcus Delgado

Title: Responsible Partner

Address: 1201 Market Street, Suite 2500, Wilmington, DE 19801

Date: June 10, 2025

SCHEDULE 1

APEX TROCAR PATENT FAMILY — LICENSED PATENTS AND PENDING APPLICATIONS

The following table sets forth the Asserted Patents and, to the extent identified as of the date of this Term Sheet, certain additional patents and pending applications within the Apex Trocar Patent Family. A complete enumeration of all Licensed Patents and pending applications shall be set forth in Exhibit C to the Definitive Agreement.

All patents listed below are assigned to Apex Surgical Innovations, Inc. Named inventor: Dr. Raymond Szabo.

A. Asserted Patents

B. Additional Issued U.S. Patents in the Apex Trocar Patent Family

The foregoing eleven (11) additional issued patents, together with the three (3) Asserted Patents, constitute the fourteen (14) issued U.S. patents in the Apex Trocar Patent Family.

C. Pending Continuation Applications

The foregoing six (6) pending applications constitute the pending continuation applications in the Apex Trocar Patent Family.

Note: Complete patent and application details — including full titles, filing dates, priority dates, issue dates, expiration dates, and prosecution status — for all fourteen (14) issued patents and six (6) pending applications in the Apex Trocar Patent Family shall be set forth in Exhibit C to the Definitive Agreement. The Parties' respective patent counsel shall exchange complete schedules for verification no later than two (2) business days following the execution of this Term Sheet.

[End of Term Sheet]

Patent No.	Title	Issue Date	Expiration Date	Claims Asserted in Litigation
U.S. Patent No. 9,814,237	Locking Seal Assembly for Minimally Invasive Surgical Access Device	November 14, 2017	June 22, 2035	Claims 1, 3, 7, 12
U.S. Patent No. 10,271,884	Retractable Blade Deployment Mechanism for Trocar Systems	April 30, 2019	September 15, 2036	Claims 1, 2, 5, 9, 14
U.S. Patent No. 10,932,105	Integrated Insufflation Valve and Seal for Laparoscopic Trocar	March 2, 2021	January 10, 2038	Claims 1, 4, 8
Patent No.	Title	Issue Date	Expiration Date
U.S. Patent No. 9,918,412	To be fully enumerated in Exhibit C	To be confirmed	To be confirmed
U.S. Patent No. 10,045,783	To be fully enumerated in Exhibit C	To be confirmed	To be confirmed
U.S. Patent No. 10,188,359	To be fully enumerated in Exhibit C	To be confirmed	To be confirmed
U.S. Patent No. 10,342,601	To be fully enumerated in Exhibit C	To be confirmed	To be confirmed
U.S. Patent No. 10,478,214	To be fully enumerated in Exhibit C	To be confirmed	To be confirmed
U.S. Patent No. 10,610,887	To be fully enumerated in Exhibit C	To be confirmed	To be confirmed
U.S. Patent No. 10,758,319	To be fully enumerated in Exhibit C	To be confirmed	To be confirmed
U.S. Patent No. 11,023,456	To be fully enumerated in Exhibit C	To be confirmed	To be confirmed
U.S. Patent No. 11,198,702	To be fully enumerated in Exhibit C	To be confirmed	To be confirmed
U.S. Patent No. 11,345,189	To be fully enumerated in Exhibit C	To be confirmed	To be confirmed
U.S. Patent No. 11,502,637	To be fully enumerated in Exhibit C	To be confirmed	To be confirmed
Application No.	Title / Description	Filing Date	Status
U.S. App. No. 17/XXX,XX1	To be fully enumerated in Exhibit C	To be confirmed	Pending
U.S. App. No. 17/XXX,XX2	To be fully enumerated in Exhibit C	To be confirmed	Pending
U.S. App. No. 17/XXX,XX3	To be fully enumerated in Exhibit C	To be confirmed	Pending
U.S. App. No. 18/XXX,XX4	To be fully enumerated in Exhibit C	To be confirmed	Pending
U.S. App. No. 18/XXX,XX5	To be fully enumerated in Exhibit C	To be confirmed	Pending
U.S. App. No. 18/XXX,XX6	To be fully enumerated in Exhibit C	To be confirmed	Pending

TERM SHEET — LICENSE-AND-DISMISSAL SETTLEMENT
Binding Principal Terms for Settlement of Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA, U.S. District Court for the District of Delaware
Date of Execution: June 10, 2025
CONFIDENTIAL — SUBJECT TO MUTUAL CONFIDENTIALITY OBLIGATIONS
This Term Sheet sets forth the binding principal terms agreed by the Parties (as defined below) for the resolution and settlement of the above-captioned litigation. The terms set forth herein shall be incorporated into a Definitive Settlement Agreement and Mutual Release (the "Definitive Agreement"), which the Parties shall negotiate in good faith and target for execution on or before June 16, 2025. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 3 below.
1. Parties
1.1 Apex Surgical Innovations, Inc. ("Apex"), a corporation organized and existing under the laws of the State of Delaware, EIN 51-0483762, with its principal offices located at 1220 North Market Street, Suite 550, Wilmington, Delaware 19801. Apex is represented in the above-captioned litigation and in connection with this Term Sheet by Hargrove, Tate & Bennington LLP, 900 North King Street, Suite 1200, Wilmington, Delaware 19801 (Victoria Stanton, Lead Partner).
1.2 Solstice Biomedical Devices Ltd. ("Solstice Ireland"), a private limited company organized under the laws of Ireland, Companies Registration Office Number 648217, with its registered office at Unit 14, Clonskeagh Business Park, Clonskeagh Road, Dublin 14, D14 YF28, Ireland; together with its wholly owned U.S. subsidiary Solstice Biomedical, Inc. ("Solstice U.S."), a corporation organized and existing under the laws of the State of Delaware, EIN 84-3291056, with its principal offices located at 3800 Concord Pike, Suite 410, Wilmington, Delaware 19803 (Solstice Ireland and Solstice U.S. are collectively referred to herein as the "Solstice Parties"). The Solstice Parties are represented in the above-captioned litigation and in connection with this Term Sheet by Calderwood & Harkness LLP, 1201 Market Street, Suite 2500, Wilmington, Delaware 19801 (Marcus Delgado, Responsible Partner).
1.3 Apex and the Solstice Parties are each referred to individually as a "Party" and collectively as the "Parties."
2. Recitals and Background
2.1 Apex is the owner by assignment of the following United States patents, each naming Dr. Raymond Szabo as the sole inventor: (a) U.S. Patent No. 9,814,237, entitled "Locking Seal Assembly for Minimally Invasive Surgical Access Device," issued November 14, 2017 (the "'237 Patent"); (b) U.S. Patent No. 10,271,884, entitled "Retractable Blade Deployment Mechanism for Trocar Systems," issued April 30, 2019 (the "'884 Patent"); and (c) U.S. Patent No. 10,932,105, entitled "Integrated Insufflation Valve and Seal for Laparoscopic Trocar," issued March 2, 2021 (the "'105 Patent," and together with the '237 Patent and the '884 Patent, the "Asserted Patents").
2.2 On May 9, 2024, Apex filed a complaint in the United States District Court for the District of Delaware, initiating the action captioned Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA (the "Litigation"), alleging that Solstice Biomedical, Inc.'s PrecisionEdge™ PE-5000, PE-12000, and PE-15000 series laparoscopic trocar assemblies (and related components) infringe certain claims of the '237 Patent, the '884 Patent, and the '105 Patent.
2.3 The Litigation is pending before Chief Judge Richard G. Andrews in the United States District Court for the District of Delaware.
2.4 On June 14, 2024, Solstice Biomedical, Inc. filed its Answer, Affirmative Defenses, and Counterclaims in the Litigation, asserting, among other things, 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 in connection with the prosecution of the Asserted Patents.
2.5 On December 6, 2024, the Court issued a Claim Construction Order pursuant to Markman v. Westview Instruments, Inc., 517 U.S. 370 (1996), construing nine disputed claim terms across the Asserted Patents.
2.6 The Parties have engaged in extensive fact and expert discovery, including the production and review of over 1.2 million pages of documents, numerous depositions of fact and expert witnesses, and the exchange of opening and rebuttal expert reports on issues of infringement, invalidity, damages, and inequitable conduct.
2.7 On March 17, 2025, the Parties participated in a full-day mediation before the Honorable Margaret Forsythe (Ret.) at Amberstone ADR Services in Wilmington, Delaware. While the mediation did not result in a settlement at that time, it narrowed the issues and facilitated productive dialogue between the Parties.
2.8 On May 5, 2025, the Court denied both Parties' cross-motions for summary judgment in their entirety.
2.9 On May 12, 2025, the Parties attended a second settlement conference before Magistrate Judge Colleen Pratt, during which the framework for the present settlement was discussed and substantially advanced.
2.10 Trial in the Litigation is currently scheduled to commence on September 30, 2025.
2.11 The Parties now desire to resolve all disputes, claims, counterclaims, and controversies between them in the Litigation, and to establish a going-forward licensing arrangement, on the terms and conditions set forth in this Term Sheet, without any admission of liability, fault, or wrongdoing by any Party.
3. Definitions
For purposes of this Term Sheet, the following terms shall have the meanings set forth below:
3.1 "Apex Trocar Patent Family" means all fourteen (14) issued United States patents and six (6) pending continuation applications related to the Asserted Patents, as identified on Schedule 1 attached hereto and to be more fully enumerated in Exhibit C to the Definitive Agreement.
3.2 "Asserted Patents" means U.S. Patent No. 9,814,237; U.S. Patent No. 10,271,884; and U.S. Patent No. 10,932,105.
3.3 "Definitive Agreement" means the Settlement Agreement and Mutual Release to be negotiated and executed by the Parties in accordance with Section 14 of this Term Sheet, incorporating the terms set forth herein together with such additional customary provisions as the Parties may agree upon.
3.4 "Effective Date" means the date of execution of the Definitive Agreement by all Parties.
3.5 "Licensed Field" means laparoscopic surgical access devices, including trocar assemblies and related access port systems designed and marketed for use in minimally invasive laparoscopic surgical procedures.
3.6 "Licensed Patents" means the Asserted Patents together with any and all continuations, continuations-in-part (solely to the extent the claims thereof are entitled to the benefit of priority of the Asserted Patents), divisionals, reissues, reexamination certificates, and extensions thereof. As of the date of this Term Sheet, the Apex Trocar Patent Family comprises fourteen (14) issued U.S. patents and six (6) pending continuation applications, as listed on Schedule 1 hereto.
3.7 "Licensed Products" means Solstice's PrecisionEdge™ PE-5000 Series, PE-12000 Series, and PE-15000 Series laparoscopic trocar assemblies, together with any successor products that are covered by one or more claims of the Licensed Patents and that fall within the Licensed Field.
3.8 "Net Sales" means the gross amounts invoiced by the Solstice Parties (or any permitted sublicensee) for sales of Licensed Products to unaffiliated third parties, less the following deductions to the extent actually incurred, allowed, accrued, or allocated, and not otherwise recovered by the Solstice Parties:
(a) trade, quantity, and cash discounts and rebates actually granted to customers, including chargebacks and retroactive price reductions;
(b) credits, allowances, or refunds for returns, rejections, or recalls of Licensed Products;
(c) freight, shipping, insurance, and handling charges included in the invoiced amount and separately stated on the applicable invoice;
(d) sales, use, value-added, excise, and other similar taxes, duties, and governmental charges imposed on the sale of Licensed Products that are included in the invoiced amount; and
(e) chargebacks and administrative fees paid to group purchasing organizations, managed care organizations, or similar entities in connection with the sale of Licensed Products.
In no event shall any particular amount be deducted more than once in calculating Net Sales. Sales between or among the Solstice Parties or their affiliates shall not be included in Net Sales unless such entities are the end users of the Licensed Products; rather, Net Sales shall be determined based on the first arm's-length sale to an unaffiliated third party.
4. Lump-Sum Settlement Payment
4.1 Aggregate Amount. In consideration of the mutual covenants and agreements set forth herein, and in full and final settlement of all past damages claims asserted or assertable in the Litigation, Solstice shall pay to Apex an aggregate lump-sum settlement payment in the amount of Eight Million Seven Hundred Fifty Thousand United States Dollars ($8,750,000) (the "Settlement Payment"), payable in two tranches as set forth below.
4.2 Tranche 1. Five Million Two Hundred Fifty Thousand United States Dollars ($5,250,000) shall be due and payable within ten (10) business days following execution of the Definitive Agreement. Based on the targeted execution date of June 16, 2025, Tranche 1 shall be due no later than June 30, 2025.
4.3 Tranche 2. Three Million Five Hundred Thousand United States Dollars ($3,500,000) shall be due and payable on or before September 15, 2025.
4.4 Escrow Arrangements. Both Tranche 1 and Tranche 2 shall be deposited by the Solstice Parties into an escrow account maintained at Tidewater Fiduciary Services, Inc., located at 300 Delaware Avenue, Suite 1400, Wilmington, Delaware 19801 (Contact: Jennifer Hsu, Vice President, Escrow Services) (the "Escrow Agent"). The Escrow Agent shall release each tranche payment to Apex within three (3) business days following the Escrow Agent's confirmation of receipt of the applicable deposit in immediately available funds. The terms and conditions governing the escrow arrangement, including the Escrow Agent's duties, fees, and liability limitations, shall be set forth in a separate Escrow Agreement to be executed by Apex, the Solstice Parties, and the Escrow Agent concurrently with the execution of the Definitive Agreement.
4.5 Wire Transfer Instructions. All payments under this Section 4 shall be made by wire transfer of immediately available funds to the account designated by the Escrow Agent. Wire transfer instructions shall be exchanged by the Parties' respective counsel no later than two (2) business days prior to the applicable payment due date.
4.6 Late Payment Interest. Any payment not received by the Escrow Agent by the applicable due date shall accrue interest from and including the due date until the date of actual receipt at a rate equal to the lesser of (a) one and one-half percent (1.5%) per month (18% per annum), compounded monthly, or (b) the maximum rate of interest permitted by applicable law.
4.7 Tax Treatment. The Parties agree that the Settlement Payment shall be treated for U.S. federal income tax purposes as consideration paid for the patent license rights granted hereunder. Each Party shall be responsible for its own tax obligations arising from the Settlement Payment, and the Solstice Parties shall issue or cause to be issued any applicable IRS Form 1099 or other tax reporting documentation as required by law.
5. Running Royalty
5.1 Royalty Rate. Commencing on the Effective Date and continuing for the remaining life of the Licensed Patents (the last-to-expire Licensed Patent currently being the '105 Patent, which expires on January 10, 2038), the Solstice Parties shall pay to Apex a running royalty equal to three and three-quarters percent (3.75%) of Net Sales of Licensed Products sold by the Solstice Parties or any permitted sublicensee during each calendar quarter (the "Running Royalty").
5.2 Royalty Floor. Notwithstanding Section 5.1, the Solstice Parties shall pay to Apex a minimum annual royalty of Five Hundred Thousand United States Dollars ($500,000) per calendar year (the "Royalty Floor"), commencing with calendar year 2026. If the aggregate Running Royalty payments for any calendar year are less than the Royalty Floor, the Solstice Parties shall pay the difference between the aggregate Running Royalty payments made for such calendar year and the Royalty Floor within forty-five (45) days following the end of such calendar year.
5.3 Royalty Cap. Notwithstanding Section 5.1, the maximum aggregate Running Royalty payable by the Solstice Parties for any calendar year shall not exceed One Million Eight Hundred Thousand United States Dollars ($1,800,000) (the "Royalty Cap"). Once the Solstice Parties' cumulative Running Royalty payments for a given calendar year equal the Royalty Cap, no further Running Royalty shall be payable for the remainder of such calendar year.
5.4 Quarterly Payment and Reporting. Running Royalty payments shall be made on a quarterly basis, with each payment due within forty-five (45) days following the end of each calendar quarter (i.e., payments due on or about February 14, May 15, August 14, and November 14 of each year). Each quarterly payment shall be accompanied by a written royalty report (the form of which shall be appended to the Definitive Agreement as Exhibit D) setting forth in reasonable detail: (a) gross invoiced sales of Licensed Products during the applicable quarter, by product line; (b) itemized deductions from gross invoiced sales, categorized by type; (c) resulting Net Sales for the quarter; and (d) the royalty computation, including any applicable adjustment for the Royalty Floor or Royalty Cap.
5.5 Proration for Partial Calendar Year 2025. For the partial calendar year commencing on the Effective Date and ending on December 31, 2025, the Royalty Floor and the Royalty Cap shall be prorated on a daily basis (i.e., the Royalty Floor and Royalty Cap shall each be multiplied by a fraction, the numerator of which is the number of days from and including the Effective Date through December 31, 2025, and the denominator of which is 365).
5.6 Year 1 Estimate. Based on Solstice's reported U.S. sales of Licensed Products for fiscal year 2023 of approximately $22.4 million, and assuming year-over-year growth of approximately 8%, the Parties estimate projected Net Sales of Licensed Products for calendar year 2026 to be approximately $24.2 million, yielding an estimated Running Royalty for calendar year 2026 of approximately $907,500. This estimate is provided for illustrative purposes only and shall not be binding on either Party or limit either Party's rights or obligations under this Section 5.
5.7 Currency. All Running Royalty payments shall be made in United States Dollars. For sales denominated in currencies other than United States Dollars, Net Sales shall be converted to United States Dollars using the average daily exchange rate published by the Federal Reserve Bank of New York for the applicable calendar quarter.
5.8 Late Payment Interest. Any Running Royalty payment not received by the applicable due date shall accrue interest in accordance with Section 4.6 above.
6. Patent License Grant
6.1 Grant of License. Subject to the terms and conditions of this Term Sheet and the Definitive Agreement (including, without limitation, the Solstice Parties' payment obligations set forth in Sections 4 and 5), Apex hereby grants to the Solstice Parties a non-exclusive, non-transferable (except as expressly provided in Section 6.4 below), worldwide license under the Licensed Patents to make, have made, use, sell, offer to sell, and import Licensed Products within the Licensed Field (the "License").
6.2 Field of Use Limitation. The License is limited to the Licensed Field — that is, laparoscopic surgical access devices. The License does not extend to any other surgical devices, instruments, or systems, nor does it extend to any product outside the scope of the Licensed Products as defined herein, unless such product constitutes a successor product covered by one or more claims of the Licensed Patents within the Licensed Field.
6.3 Sublicensing. The Solstice Parties may sublicense the rights granted under the License solely to contract manufacturers engaged by the Solstice Parties for the purpose of manufacturing Licensed Products on behalf of the Solstice Parties. Any sublicense granted pursuant to this Section 6.3 shall be in writing, shall be consistent with and subject to all of the terms and conditions of the License (including the field of use limitation), and shall terminate automatically upon termination or expiration of the License. The Solstice Parties shall provide Apex with a copy of each sublicense agreement within thirty (30) days of its execution. The Solstice Parties shall remain fully responsible for the acts and omissions of any sublicensee and for all royalty obligations arising from sales of Licensed Products by any sublicensee.
6.4 Transferability. The License is non-transferable, except that, in connection with a change of control of Solstice Biomedical Devices Ltd. — whether effected by merger, consolidation, acquisition, sale of substantially all of the assets of Solstice Biomedical Devices Ltd. or the Solstice Parties' business to which the License pertains, or any other transaction or series of related transactions resulting in a change in the beneficial ownership of more than fifty percent (50%) of the outstanding voting securities of Solstice Biomedical Devices Ltd. — the License shall automatically transfer to and be binding upon the successor entity, provided that such successor entity agrees in writing to be bound by the terms and conditions of the License. Apex shall be notified in writing of any such change of control within fifteen (15) days following the closing thereof.
6.5 Separate License Agreement. The License shall be documented in a separate Patent License Agreement, the form and substance of which shall be mutually agreed upon by the Parties and attached as Exhibit A to the Definitive Agreement.
7. Covenant Not to Sue
7.1 Scope of Covenant. Apex hereby covenants and agrees that, during the term of the License (i.e., from the Effective Date through the expiration of the last-to-expire Licensed Patent, currently January 10, 2038), Apex shall not assert, and shall cause its affiliates, successors, and assigns not to assert, any patent in the Apex Trocar Patent Family (comprising all fourteen (14) issued U.S. patents and six (6) pending continuation applications identified on Schedule 1 hereto and in Exhibit C to the Definitive Agreement) against the Solstice Parties, or any of their respective subsidiaries or affiliates, with respect to any products within the Licensed Field, whether such products are currently in existence or hereafter developed.
7.2 Running with Assignments. The covenant set forth in this Section 7 shall run with and bind any successor, assign, or transferee of Apex's rights, title, or interest in any patent within the Apex Trocar Patent Family. In the event Apex assigns, sells, or otherwise transfers any patent within the Apex Trocar Patent Family to any third party, Apex shall, as a condition to such transfer, require the transferee to agree in writing to be bound by the covenant set forth herein.
7.3 Documentation. The covenant not to sue shall be documented as a separate instrument and attached as Exhibit B to the Definitive Agreement.
8. Mutual Release
8.1 Release by Apex. Effective as of the Effective Date, Apex, on behalf of itself and its officers, directors, employees, agents, representatives, predecessors, successors, assigns, parents, subsidiaries, and affiliates, hereby irrevocably and unconditionally releases and forever discharges the Solstice Parties and their respective officers, directors, employees, agents, representatives, predecessors, successors, assigns, parents, subsidiaries, and affiliates from any and all claims, counterclaims, demands, causes of action, suits, debts, obligations, liabilities, damages, losses, costs, expenses (including attorneys' fees), and judgments of every kind and nature, whether known or unknown, suspected or unsuspected, asserted or unasserted, that Apex has, had, or may have had against the Solstice Parties arising out of, relating to, or in connection with the Litigation, including but not limited to all claims for patent infringement, willful infringement, induced infringement, contributory infringement, damages, enhanced damages, injunctive relief, costs, and attorneys' fees.
8.2 Release by the Solstice Parties. Effective as of the Effective Date, the Solstice Parties, on behalf of themselves and their respective officers, directors, employees, agents, representatives, predecessors, successors, assigns, parents, subsidiaries, and affiliates, hereby irrevocably and unconditionally release and forever discharge Apex and its officers, directors, employees, agents, representatives, predecessors, successors, assigns, parents, subsidiaries, and affiliates from any and all claims, counterclaims, demands, causes of action, suits, debts, obligations, liabilities, damages, losses, costs, expenses (including attorneys' fees), and judgments of every kind and nature, whether known or unknown, suspected or unsuspected, asserted or unasserted, that the Solstice Parties have, had, or may have had against Apex arising out of, relating to, or in connection with the Litigation, including but not limited to all counterclaims and defenses of non-infringement, invalidity, unenforceability, inequitable conduct, declaratory judgment, and any claims for damages, costs, and attorneys' fees.
8.3 Scope and Finality. The mutual releases set forth in Sections 8.1 and 8.2 are intended to be full, final, and complete, and shall be effective as of the Effective Date. Each Party acknowledges that it may discover facts in addition to or different from those it now knows or believes to be true with respect to the subject matter of the releases set forth herein, and each Party agrees that the foregoing releases shall remain in full force and effect notwithstanding the discovery of any such additional or different facts.
9. Dismissal
9.1 Joint Stipulation of Dismissal. Within fifteen (15) days following execution of the Definitive Agreement (target date: July 1, 2025), the Parties shall jointly file with the United States District Court for the District of Delaware a Stipulation of Dismissal with Prejudice of all claims and counterclaims in Apex Surgical Innovations, Inc. v. Solstice Biomedical, Inc., Case No. 1:24-cv-00587-RGA, pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(ii).
9.2 Costs and Fees. Each Party shall bear its own costs and attorneys' fees incurred in connection with the Litigation. No Party shall seek or be entitled to recover any costs, expenses, or attorneys' fees from any other Party in connection with the Litigation or the filing of the Stipulation of Dismissal.
9.3 Form of Stipulation. The form of the Stipulation of Dismissal with Prejudice shall be mutually agreed upon by the Parties and appended to the Definitive Agreement as Exhibit E. The Stipulation shall provide for dismissal of all claims and counterclaims with prejudice, with each Party to bear its own costs and fees, and shall be in a form acceptable for filing with the Court.
10. Confidentiality
10.1 Confidential Treatment. The existence of this Term Sheet (other than the agreed joint public statement set forth in Section 10.3 below), the terms and conditions hereof, the financial terms of the settlement, the terms and conditions of the Definitive Agreement, and all documents, communications, and information exchanged between the Parties in connection with the negotiation and execution of this Term Sheet and the Definitive Agreement (collectively, "Confidential Information") shall be treated as strictly confidential by the Parties and shall not be disclosed by either Party to any third party, except as follows:
(a) as required by applicable law, regulation, stock exchange rule, or order of a court of competent jurisdiction, provided that the disclosing Party shall provide the other Party with prompt written notice of such requirement (to the extent legally permissible) and shall cooperate with the other Party in seeking a protective order or other appropriate remedy to limit such disclosure;
(b) to each Party's legal counsel, financial advisors, accountants, and other professional advisors who have a need to know such information and who are bound by professional obligations of confidentiality or who have executed written confidentiality agreements no less restrictive than the obligations set forth herein;
(c) to each Party's auditors — specifically, Glenmore & Byrne LLP (auditors for the Solstice Parties) and Creston Perry LLP (auditors for Apex) — in connection with such Party's financial reporting and audit obligations;
(d) to each Party's insurers, including Halcyon Specialty Insurance Co. (insurer for the Solstice Parties under Policy No. HSI-IP-2023-04891), solely to the extent necessary for purposes of insurance coverage reporting, claims processing, or as otherwise required under the applicable insurance policy;
(e) in connection with the enforcement of the settlement terms set forth herein or in the Definitive Agreement; and
(f) to a bona fide acquirer or potential acquirer of all or substantially all of a Party's business or assets, provided that such acquirer or potential acquirer has executed a written confidentiality agreement no less restrictive than the obligations set forth herein.
10.2 Obligations of Receiving Parties. Each Party shall be responsible for any breach of this Section 10 by its officers, directors, employees, agents, advisors, auditors, insurers, or other persons to whom Confidential Information is disclosed pursuant to Section 10.1 above.
10.3 Agreed Joint Public Statement. Any public statement regarding the settlement of the Litigation shall be limited exclusively to the following agreed joint statement, and neither Party shall make any public statement that goes beyond the scope of such agreed joint statement without the prior written consent of the other Party:
"The matter has been resolved on mutually agreeable terms."
The agreed joint public statement shall be appended to the Definitive Agreement as Exhibit F.
10.4 Duration. The confidentiality obligations set forth in this Section 10 shall survive the execution of the Definitive Agreement and shall remain in full force and effect for a period of seven (7) years following the Effective Date or, if longer, for the duration of the license term.
11. Most-Favored Licensee
11.1 Rate Adjustment. If, at any time during the term of the License, Apex enters into a license agreement with any third party for any of the Licensed Patents (or any patent within the Apex Trocar Patent Family) at a running royalty rate that is lower than three and three-quarters percent (3.75%) of net sales (as reasonably comparable to the definition of Net Sales hereunder), Apex shall promptly notify the Solstice Parties in writing of such lower rate (the "MFN Notice"), and the Running Royalty rate payable by the Solstice Parties under Section 5 shall be adjusted prospectively to match such lower rate, effective as of the date such third-party license becomes effective. For the avoidance of doubt, the adjustment shall apply only on a prospective basis and shall not require any refund or retroactive adjustment of royalties previously paid.
11.2 Notification Protocol. The detailed notification protocol and verification mechanism for the most-favored licensee provision, including the timeframe for delivery of the MFN Notice, the information to be included therein, the Solstice Parties' right to request verification, and the procedures for resolving any disputes regarding comparability of royalty rates, shall be set forth in a side letter (the "MFN Side Letter") to be executed by the Parties concurrently with the execution of the Definitive Agreement.
11.3 Litigation Settlement Exception. The most-favored licensee provision set forth in this Section 11 shall not apply to settlement-related licenses granted by Apex in connection with patent infringement litigation or threatened litigation, where the effective royalty rate reflects litigation-specific considerations (such as relative claim strength, exposure to damages, or other settlement dynamics) that are disclosed to the Solstice Parties in writing. In the event of any dispute as to whether a third-party license qualifies for this exception, the burden of establishing that the exception applies shall rest with Apex.
12. Audit Rights
12.1 Right to Audit. Apex shall have the right, at its own expense (subject to Section 12.3 below), to audit the Solstice Parties' books, records, and accounts relating to the calculation and payment of Running Royalties under this Term Sheet and the Definitive Agreement. Such audit right may be exercised no more than once per calendar year during the term of the License and for a period of three (3) years following the calendar year in which the applicable royalty payment was made.
12.2 Audit Procedures. Any audit conducted pursuant to this Section 12 shall be performed by an independent certified public accounting firm mutually agreed upon by the Parties (the "Auditor"). The Auditor shall execute a confidentiality agreement reasonably satisfactory to both Parties prior to commencing the audit. The audit shall be conducted during normal business hours upon not less than thirty (30) days' prior written notice to the Solstice Parties, and shall be limited in scope to the verification of Net Sales and the calculation of Running Royalty payments for the period(s) under review.
12.3 Audit Costs. The costs and expenses of any audit shall be borne solely by Apex; provided, however, that if an audit reveals that the Solstice Parties have underpaid Running Royalties for the audited period by more than five percent (5%) of the amount due for such period, then the Solstice Parties shall (a) bear the full cost and expense of such audit, (b) promptly pay the amount of the underpayment, and (c) pay interest on such underpayment in accordance with Section 4.6, calculated from the date the underpayment was originally due through the date of actual payment.
12.4 Confidentiality of Audit Results. All information obtained or reviewed in connection with any audit under this Section 12 shall be subject to the confidentiality obligations set forth in Section 10 and in the Definitive Agreement. The Auditor's report shall be limited to a statement of whether the Running Royalties were correctly calculated and paid and, if not, the amount of any overpayment or underpayment; the Auditor shall not disclose to Apex any underlying financial data or trade secrets of the Solstice Parties beyond what is necessary to support such conclusions.
12.5 Survival. The audit rights set forth in this Section 12 shall survive the expiration or termination of the License for a period of three (3) years with respect to royalty payments made during the final three (3) calendar years of the license term.
13. Representations and Warranties
13.1 Representations and Warranties of Apex. Apex represents and warrants to the Solstice Parties as of the date of this Term Sheet and as of the Effective Date:
(a) Ownership. Apex is the sole and exclusive owner of the entire right, title, and interest in and to the Licensed Patents, free and clear of any liens, encumbrances, security interests, or exclusive licenses that would conflict with or impair the rights granted to the Solstice Parties hereunder.
(b) Authority. Apex has full right, power, and authority to enter into this Term Sheet and to grant the License and covenant not to sue described herein, and the execution and delivery of this Term Sheet and the performance of Apex's obligations hereunder have been duly authorized by all necessary corporate action on the part of Apex.
(c) No Conflicting Grants. Apex has not previously granted any exclusive license to the Licensed Patents in the Licensed Field, and there are no outstanding agreements, commitments, or encumbrances that would conflict with or limit the License granted to the Solstice Parties hereunder.
(d) No Litigation. Except for the Litigation, there is no pending or, to Apex's knowledge, threatened litigation, proceeding, or claim by any third party that challenges or would reasonably be expected to challenge Apex's ownership of or right to license the Licensed Patents.
13.2 Representations and Warranties of the Solstice Parties. The Solstice Parties represent and warrant to Apex as of the date of this Term Sheet and as of the Effective Date:
(a) Authority. Each of the Solstice Parties has full right, power, and authority to enter into this Term Sheet and the Definitive Agreement, and the execution and delivery of this Term Sheet and the performance of each Solstice Party's obligations hereunder have been duly authorized by all necessary corporate action on the part of such Solstice Party.
(b) Subsidiary Status. Solstice Biomedical, Inc. is a wholly owned subsidiary of Solstice Biomedical Devices Ltd. and is authorized to be bound by the terms and conditions set forth in this Term Sheet and the Definitive Agreement.
(c) Solvency. Each of the Solstice Parties is solvent and has adequate financial resources to perform its payment obligations under this Term Sheet and the Definitive Agreement.
14. Definitive Agreement
14.1 Negotiation and Execution. The Parties shall negotiate in good faith and use commercially reasonable efforts to finalize and execute the Definitive Agreement on or before June 16, 2025. The Definitive Agreement shall incorporate and be consistent with the principal terms set forth in this Term Sheet.
14.2 Exhibits and Ancillary Documents. The Definitive Agreement shall include the following exhibits and attachments, among others as the Parties may mutually agree:
Exhibit A: Patent License Agreement (Non-Exclusive)
Exhibit B: Covenant Not to Sue
Exhibit C: List of Licensed Patents and Pending Applications (Apex Trocar Patent Family)
Exhibit D: Form of Royalty Report
Exhibit E: Form of Stipulation of Dismissal with Prejudice
Exhibit F: Agreed Joint Public Statement
14.3 Concurrent Ancillary Agreements. The following ancillary agreements shall be executed concurrently with the Definitive Agreement:
(a) Escrow Agreement among Apex, the Solstice Parties, and Tidewater Fiduciary Services, Inc., governing the escrow arrangements for the Settlement Payment as described in Section 4; and
(b) MFN Side Letter between Apex and the Solstice Parties, setting forth the notification protocol and verification mechanism for the most-favored licensee provision described in Section 11.
14.4 Drafting Responsibility. Apex's counsel, Hargrove, Tate & Bennington LLP, shall prepare the initial draft of the Definitive Agreement and shall circulate such draft to Calderwood & Harkness LLP within three (3) business days following the execution of this Term Sheet.
15. Governing Law and Dispute Resolution
15.1 Governing Law. This Term Sheet and the Definitive Agreement, and any disputes arising out of or relating hereto or thereto, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction.
15.2 Exclusive Jurisdiction. Any action, suit, or proceeding arising out of or relating to this Term Sheet or the Definitive Agreement shall be brought exclusively in the United States District Court for the District of Delaware. In the event that such court lacks subject matter jurisdiction over any such action, suit, or proceeding, such action, suit, or proceeding shall be brought exclusively in the Delaware Court of Chancery or, if the Delaware Court of Chancery declines jurisdiction, in the Superior Court of the State of Delaware, in each case sitting in New Castle County.
15.3 Consent to Jurisdiction; Waiver of Objections. Each Party hereby irrevocably and unconditionally (a) consents to the personal jurisdiction of the courts identified in Section 15.2 above; (b) waives any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding in such courts; and (c) waives any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
16. Binding Effect
16.1 Binding Obligation. This Term Sheet is intended to be, and upon execution by the Parties shall constitute, a binding agreement of the Parties with respect to the principal settlement terms set forth herein. Each Party acknowledges that it has had the opportunity to consult with legal counsel of its choice prior to executing this Term Sheet and that it is executing this Term Sheet voluntarily and with full knowledge of its terms and legal consequences.
16.2 Additional Provisions in Definitive Agreement. The Parties acknowledge and agree that the Definitive Agreement will contain additional customary provisions not specifically addressed in this Term Sheet, including but not limited to provisions relating to indemnification, limitation of liability, force majeure, notices, amendment and waiver mechanics, severability, integration and entire agreement, and such other provisions as are customary in agreements of this nature. The inclusion of such additional provisions shall not be deemed to be inconsistent with the terms of this Term Sheet.
16.3 Conflict Resolution. To the extent that any term or provision of the Definitive Agreement conflicts with or is inconsistent with any term or provision of this Term Sheet, the Definitive Agreement shall control upon its execution by all Parties. Until such time as the Definitive Agreement is executed, this Term Sheet shall govern the Parties' respective rights and obligations with respect to the matters addressed herein.
16.4 Interim Obligations. Pending the execution of the Definitive Agreement, the Parties agree to maintain the status quo with respect to the Litigation, including by refraining from filing any new motions, discovery requests, or other papers with the Court without the prior written consent of the other Party, except as may be required by the Court's standing orders or scheduling orders.
17. Miscellaneous
17.1 Notices. All notices, requests, demands, and other communications required or permitted to be given under this Term Sheet shall be in writing and shall be deemed duly given (a) when delivered by hand; (b) one (1) business day after being sent by nationally recognized overnight courier service (e.g., Severin Partners LLC or Halcyon Partners LLC); or (c) when sent by email (with confirmation of receipt), in each case addressed to the applicable Party at the address set forth in Section 1 above or to such other address as such Party may designate by written notice in accordance with this Section 17.1. Copies of all notices shall also be sent to the applicable Party's counsel at the addresses set forth in Section 1.
17.2 Counterparts. This Term Sheet may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Term Sheet by electronic signature (including via Brightwater Software, Ashford Health IT, or PDF) shall be deemed to be, and shall have the same legal force and effect as, execution and delivery of an original signed copy.
17.3 No Assignment. Neither Party may assign, delegate, or otherwise transfer this Term Sheet or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may assign this Term Sheet without the prior consent of the other Party in connection with a change of control of such Party, subject to and consistent with the license transferability provisions set forth in Section 6.4.
17.4 Expenses. Except as otherwise expressly provided in this Term Sheet, each Party shall bear its own costs and expenses, including attorneys' fees, accountants' fees, and other professional fees and expenses, incurred in connection with the negotiation, preparation, execution, and performance of this Term Sheet and the Definitive Agreement.
17.5 Severability. If any provision of this Term Sheet is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Term Sheet shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.
17.6 No Third-Party Beneficiaries. Nothing in this Term Sheet, express or implied, is intended to or shall confer upon any person or entity other than the Parties and their respective permitted successors and assigns any rights, benefits, or remedies of any nature whatsoever under or by reason of this Term Sheet.
17.7 Construction. This Term Sheet has been negotiated by the Parties and their respective counsel, and shall not be construed against any Party as the drafter hereof. The headings and captions contained in this Term Sheet are for convenience of reference only and shall not affect the interpretation or construction of this Term Sheet.
Signature Page
IN WITNESS WHEREOF, the undersigned have caused this Term Sheet to be executed as of the date first written above.
APEX SURGICAL INNOVATIONS, INC.
By: ________
Name: Gerald K. Whitford
Title: Chief Executive Officer
Date: June 10, 2025
Acknowledged and agreed by counsel for Apex:
HARGROVE, TATE & BENNINGTON LLP
By: ________
Name: Victoria Stanton
Title: Lead Partner
Address: 900 North King Street, Suite 1200, Wilmington, DE 19801
Date: June 10, 2025
SOLSTICE BIOMEDICAL DEVICES LTD.
By: ________
Name: Dr. Fiona Tierney
Title: Chief Executive Officer
Date: June 10, 2025
SOLSTICE BIOMEDICAL, INC.
By: ________
Name: Eamon Rourke
Title: General Counsel (signing as authorized officer on behalf of Solstice Biomedical, Inc.)
Date: June 10, 2025
Acknowledged and agreed by counsel for the Solstice Parties:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Marcus Delgado
Title: Responsible Partner
Address: 1201 Market Street, Suite 2500, Wilmington, DE 19801
Date: June 10, 2025
SCHEDULE 1
APEX TROCAR PATENT FAMILY — LICENSED PATENTS AND PENDING APPLICATIONS
The following table sets forth the Asserted Patents and, to the extent identified as of the date of this Term Sheet, certain additional patents and pending applications within the Apex Trocar Patent Family. A complete enumeration of all Licensed Patents and pending applications shall be set forth in Exhibit C to the Definitive Agreement.
All patents listed below are assigned to Apex Surgical Innovations, Inc. Named inventor: Dr. Raymond Szabo.
A. Asserted Patents
B. Additional Issued U.S. Patents in the Apex Trocar Patent Family
The foregoing eleven (11) additional issued patents, together with the three (3) Asserted Patents, constitute the fourteen (14) issued U.S. patents in the Apex Trocar Patent Family.
C. Pending Continuation Applications
The foregoing six (6) pending applications constitute the pending continuation applications in the Apex Trocar Patent Family.
Note: Complete patent and application details — including full titles, filing dates, priority dates, issue dates, expiration dates, and prosecution status — for all fourteen (14) issued patents and six (6) pending applications in the Apex Trocar Patent Family shall be set forth in Exhibit C to the Definitive Agreement. The Parties' respective patent counsel shall exchange complete schedules for verification no later than two (2) business days following the execution of this Term Sheet.
[End of Term Sheet]
Patent No. | Title | Issue Date | Expiration Date | Claims Asserted in Litigation
U.S. Patent No. 9,814,237 | Locking Seal Assembly for Minimally Invasive Surgical Access Device | November 14, 2017 | June 22, 2035 | Claims 1, 3, 7, 12
U.S. Patent No. 10,271,884 | Retractable Blade Deployment Mechanism for Trocar Systems | April 30, 2019 | September 15, 2036 | Claims 1, 2, 5, 9, 14
U.S. Patent No. 10,932,105 | Integrated Insufflation Valve and Seal for Laparoscopic Trocar | March 2, 2021 | January 10, 2038 | Claims 1, 4, 8
Patent No. | Title | Issue Date | Expiration Date
U.S. Patent No. 9,918,412 | To be fully enumerated in Exhibit C | To be confirmed | To be confirmed
U.S. Patent No. 10,045,783 | To be fully enumerated in Exhibit C | To be confirmed | To be confirmed
U.S. Patent No. 10,188,359 | To be fully enumerated in Exhibit C | To be confirmed | To be confirmed
U.S. Patent No. 10,342,601 | To be fully enumerated in Exhibit C | To be confirmed | To be confirmed
U.S. Patent No. 10,478,214 | To be fully enumerated in Exhibit C | To be confirmed | To be confirmed
U.S. Patent No. 10,610,887 | To be fully enumerated in Exhibit C | To be confirmed | To be confirmed
U.S. Patent No. 10,758,319 | To be fully enumerated in Exhibit C | To be confirmed | To be confirmed
U.S. Patent No. 11,023,456 | To be fully enumerated in Exhibit C | To be confirmed | To be confirmed
U.S. Patent No. 11,198,702 | To be fully enumerated in Exhibit C | To be confirmed | To be confirmed
U.S. Patent No. 11,345,189 | To be fully enumerated in Exhibit C | To be confirmed | To be confirmed
U.S. Patent No. 11,502,637 | To be fully enumerated in Exhibit C | To be confirmed | To be confirmed
Application No. | Title / Description | Filing Date | Status
U.S. App. No. 17/XXX,XX1 | To be fully enumerated in Exhibit C | To be confirmed | Pending
U.S. App. No. 17/XXX,XX2 | To be fully enumerated in Exhibit C | To be confirmed | Pending
U.S. App. No. 17/XXX,XX3 | To be fully enumerated in Exhibit C | To be confirmed | Pending
U.S. App. No. 18/XXX,XX4 | To be fully enumerated in Exhibit C | To be confirmed | Pending
U.S. App. No. 18/XXX,XX5 | To be fully enumerated in Exhibit C | To be confirmed | Pending
U.S. App. No. 18/XXX,XX6 | To be fully enumerated in Exhibit C | To be confirmed | Pending

TERM SHEET — LICENSE-AND-DISMISSAL SETTLEMENT

APEX SURGICAL INNOVATIONS, INC.

HARGROVE, TATE & BENNINGTON LLP

SOLSTICE BIOMEDICAL DEVICES LTD.

SOLSTICE BIOMEDICAL, INC.

CALDERWOOD & HARKNESS LLP

SCHEDULE 1

Record

Parties

Dates

Amounts