Proof of Claim, Claim No. 2 and Claim No. 133 — Debtor Vyaire Holding Company, Case Number 24-11229 (Case 24-11217-BLS, Doc 1146-2)

Summary

Exhibit filed 11/24/25 as Doc 1146-2 in the Vyaire Medical, Inc. Chapter 11 cases (Bankr. D. Del. Case 24-11217-BLS). It reproduces two proofs of claim filed August 01, 2024 by Covington & Burling LLP: Claim No. 2 against Vyaire Holding Company (Case Number 24-11229) and Claim No. 133 against Vyaire Medical, Inc., each for $508.61 and signed by partner C. William Phillips. The addenda say Covington represented the two companies in a New York insurance coverage action (Index No. 652428/2020) under an April 1, 2020 engagement letter setting a fee of 35% of any recovery, subject to a Trial Exception. Covington asserts an equitable ownership interest and attorney's lien for that fee and for a supplemental trial fee, plus an unsecured claim of $508.61 for unreimbursed Third Party Costs. The attachments are the engagement letter and a Record Press, Inc. invoice.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Date: 2025-11-24

Cite this document

“Proof of Claim, Claim No. 2 and Claim No. 133 — Debtor Vyaire Holding Company, Case Number 24-11229 (Case 24-11217-BLS, Doc 1146-2).” Original at ecf.deb.uscourts.gov, dated 2025-11-24. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/2025-11-24-gov-uscourts-deb-193283-1146-2/, SHA-256 fd8d7597624adbc438506992380292c9cd6082e2e49d53553ccbafb31d35b1fe.

Full text

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Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 2 of 31

Debtor: Vyaire Holding Company
UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

Case Number: 24-11229

FILED

Claim No. 2
August 01, 2024

By Omni Claims Agent
Official Form 410 | For U.S. Bankruptcy Court

Proof of Claim District of Delaware: 04/22

Read the instructions before filling out this form. This form is for making a claim for payment in a bankruptcy case. Do not use this form to make a
request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503.

Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any documents
that support the claim, such as promissory notes. purchase orders. invoices. itemized statements of running accounts, contracts, judgments, mortgages, and
security agreements. Do not send original documents; they may be destroyed after scanning. If the documents are not available, explain in an attachment.
A person who files a fraudulent claim could be fined up to $500,000. imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152, 157, and 3571.

Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309} that you received.

Carefully read instructions included with this Proof of Claim before completing.

identify the Claim

1. Who is the current creditor? Covington & Burling LLP
Name of the current creditor (the person or entity to be paid for this claim)

Other names the creditor used with the debtor

2. Has this claim been acquired [X] No
from someone else? |] ¥es From whom?

3. Where should notices and Where should notices to the creditor be sent? Where should payments to the creditor be sent? {if
payments to the creditor be different}
sent?

Covington & Burling LLP / Attn: William Phillips
Federal Rule of

Bankruptcy Procedure OE UL
(FRBP) 2062(g)
New York, NY 10018
Contact Phone {212} 841-1000 Contact Phone
Contact email Contact email
Uniform claim identifier for electronic payments in chapter 13 (if you use one)
4, Does this claim amend one [X] No
already filed? {| Yes Claim Number on court claims registry {if known) Filed On
5. Do you know if anyone else
has filed a proof of clalm for [X] No
this clalm? _ Yes Who made the earlier filing?

Official Form 410 Proof of Claim
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 3 of 31

Give Information About the Claim as of the Date the Case Was Filed

6. Do you have any number you [| Ne
use to identify the debtor? :

[X] Yes Last 4 digits of the debtor's account or any number you use to identify the debtor: oo

7. How much is the claim? g $508.61 Does this amount include interest or other charges?

[X]} No

Yes Attach statement itemizing interest, fees, expenses, or other
charges required by Bankruptcy Rule 3001(c)(2)(A).

g. What is the basis of the Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card.

claim? Attach redacted copies of any dacuments supporting the claim required by Bankruptcy Rule 3001(c).

Limit disclosing information that is entitled to privacy, such as health care information
Equitable interest and attorney's lien. See addendum.

9. Is all or part of the claim =| | No
secured? (] Yes The claimis secured by a lien on property

Nature of property:

|_| Real Estate If the claim is secured by the debtor's principal residence, file a Mortgage Proof of Claim
Attachment (Official Form 410-A) with this Proof of Claim
__| Motor Vehicle

X] Other Describe See accu

Basis for perfection: _ —

Attach redacted copies of documents, if any, that snow evidence of perfection of a security interest (for example,
a mortgage, lien, certificate of title, financing statement, or other document that shows the lien has been filed or

recorded.
Value of Property: $
Amount of the claim that is secured: $
Amount of the claim that is unsecured: $ (The sum of the secured and
“unsecured amounts should match the
amount in line 7).
Amount necessary to cure any default as of the date of the petition: $
Annual Interest Rate: (when case was filed) %
[X] Fixed
[_] Variable
10. Is this claim basedona [K] No
lease? [| Yes Amount necessary to cure any default as of the date of the petition. $
11. \s this claim subject toa {K] No
right of setoff? [|_| Yes Identify the property:

12. Is this claim for the value [X] No
of goods received by the [| Yes Amount of 503(b)(9) Claim: 5
debtor within 20 days
before the
commencement date of
this case
(11 U.S.C. § 503(b)(9))}.7

Official Form 410 Proof of Claim
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 4 of 31

13. Is all or part of the claim
entitled to priority under
11 U.S.C. § 507(a)?

A claim may be partly
priority and partly
nonpriority. For example,
in some categories, the
law limits the amount
entitled to priority.

[X] No

Yes Check one: Amount entitled to priority
Domestic support obligations (including alimony and child support) under
17U.S.C. § 507(a}(1)(A) or (a}(1}{B). $

Up to $3,350* of deposits toward purchase, lease, or rental of property or services
for personal, family, or household use. 11 U.S.C. § 507(a)(7) $

Wages, salaries, or commissions (up to $15,150*) earned within 180 days before
the bankruptcy petition is fited or the debtor's business ends, whichever is earlier $
11 U.S.C. § 507(a){4).

Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8). $
Contributions to an employee benefit plan 11 U.S.C. § 507(a}{5). $
Other. Specify subsection of 11 U.S.C. § 507{a)(___} that applies. $

* Amounts are subject to adjustment on 4/01/25 and every 3 years after that for cases begun on or after the date of adjustment

The person completing
this proof of claim must
sign and date it.

FRBP 9011{b).

If you file this claim
electronically, FRBP
5005(a}(2) authorizes
courts to establish local
rules specifying what a
signature is.

A person who files a
fraudulent claim could be
fined up to $500,000,
imprisoned for up to §
years, or both.

18 U.S.C. §§ 152, 157, and
3571.

Official Form 410

Check the appropriate box:

[X] | am the creditor.
| am the creditor's attorney or authorized agent
| am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004.
| am the guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.

| understand that an authorized signature on this Proof of Claim serves as an acknowiegment that when calculating the
amount of the claim, the creditor gave the debtor credit for any payments received toward the debt.

| have examined the information in this Proof of Claim and have a reasonable belief that the information is true
and correct.

| declare under penalty of perjury that the foregoing is true and correct

Executed ondate 8/2/2024
MM / DD / YYYY

C. William Phillips

Signature

Print the name of the person who is completing and signing this claim:

Name C. William Phillips

First Name Middle Name Last Name _
Title Partner
Company Covington & Burling LLP

Identify the corporate servicer as the company if the authorized agent is 4 servicer

620 Eight Avenue
Address

New York, NY 10078

cphillilps@cov.com

Contact Phone (212) 841-1000 Email

Proof of Claim
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

Chapter | 1
In re:
Case No. 24-11217 (BLS)

VYAIRE MEDICAL, INC., et ai.,! (Jointly Administered)

Debtors.

ADDENDUM TO PROOF OF CLAIM OF COVINGTON & BURLING LLP

This is an addendum (“Addendum”) to, and a part of, the proof of claim (“Proof of Claim”)

filed by Covington & Burling LLP (“Covington”) against Vyaire Holding Company (“Vyaire

Holding”).

l. On June 9, 2024 (‘Petition Date”), Vyaire Holding and its affiliated debtors

(“Debtors”) fited voluntary petitions for relief under chapter 11 of the United States Bankruptcy

Code, 11 U.S.C. §§ 101, et seg., (“Bankruptcy Code”) in the United States Bankruptcy Court for the

District of Delaware (“Bankruptcy Court”). The Debtors are operating their business as debtors-in-

possession pursuant to Bankruptcy Code §§ 1107 and 1108.

2. As of the date of this Addendum, no trustee or examiner has been appointed in the
cases. On June 26, 2024 the United States Trustee for the District of Delaware appointed the Official
Committee of Unsecured Creditors in the Debtors’ chapter | i cases [Docket No. 121].

3. The Claim, Prior to the Petition Date, Covington served as counsel to Vyaire

Holding and Vyaire Medical, Inc. (together, “Vyaire Plaintiffs”) in an insurance coverage action

pending in the Supreme Court of the State of New York, County of New York,

The last four digits of Debtor Vyaire Medical Inc.’s federal tax identification number are 6495. A
complete list of each of the Debtors in these chapter | 1 cases and each such Debtor’s federal tax identification
number may be obtained on the website of the Debtors’ claims and noticing agent at
https://omniagentsolutions.com/Vyaire. The location of Debtor Vyaire Medical, Inc.’s principal place of
business and the Debtors’ service address in these chapter 11 cases is 26125 North Riverwoods Boulevard,
Mettawa, Illinois, USA 60045.
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 6 of 31

Index No. 652428/2020 (“Insurance Coverage Action”). Pursuant to the engagement letter between

the Vyaire Plaintiffs and Covington, dated April 1, 2020 (“Engagement Letter”) and attached as

Exhibit “A” hereto, Covington agreed to represent the Vyaire Plaintiffs in the Dispute? in exchange
for a Fee equal to 35% of any recovery received by the Vyaire Plaintiffs in the Dispute, subject to a
Trial Exception. With respect to the Trial Exception, the parties agreed that if trial preparation and
trial were required to resolve the Dispute, they would in good faith discuss and agree upon a
supplemental fee for Covington’s continued representation of the Vyaire Plaintiffs in connection
with trial preparation and trial (and subsequent proceedings).*

4. On May 9, 2022, the Vyaire Plaintiffs filed a Note of Issue in the Insurance
Coverage Action stating that all discovery known to be necessary had been completed and that the
case was ready for trial. All summary judgment motions and appeals thereof have been decided in
the Insurance Coverage Action, and the case ts trial ready. Trial preparation began prior to the
Petition Date, and thus the conditions to the Trial Exception under the Engagement Letter were
satisfied prior to the Petition Date.

5. Under the Engagement Letter, the Vyaire Plaintiffs are responsible for paying Third
Party Costs, either directly to the applicable third parties or to Covington in reimbursement of
Covington’s payment of the Third-Party Costs. Covington has incurred $508.61 in Third Party Costs
that have not been reimbursed by the Vyaire Plaintiffs, as reflected in the invoice attached as Exhibit

“RB” hereto.

2 All capitalized terms, not otherwise defined herein, shall have the meanings given to them in the
Engagement Letter.

3 Following the engagement of Covington, one of the lead attorneys representing the Vyaire Plaintiffs

left Covington and joined Reed Smith LLP (“Reed Smith”). Covington and Reed Smith agreed to a fee sharing
agreement in accordance with the firms’ joint representation of the Vyaire Plaintiffs in the Insurance Coverage
Action.
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 7 of 31

6. Covington has an equitable ownership interest and attorney’s lien in the Vyaire
Plaintiffs’ causes of action and claims in the Insurance Coverage Action and related books and
records, which attach “to any verdict, report, determination, decision, award, settlement, judgment,
or final order” in the Vyaire Plaintiffs’ favor, and “the proceeds thereof in whatever hands they may
come.” N.Y. Judiciary Law § 475; see In re A. Tarricone, Inc., 76 B.R. 53, 56 (Bankr. S.D.N.Y.
1987) (“[T]he lien takes effect from the time the services were commenced, and a trustee in a
subsequent bankruptcy case involving the client takes the property of the estate subject to such
lien.”); LMWT Realty Corp. v. Davis Agency Inc., 649 N.E.2d 1183, 1186 (N.Y. 1995) [T]he
charging lien does not merely give an attorney an enforceable right against the property of another,
it gives the attorney an equitable ownership interest in the client’s cause of action.”).

7. Accordingly, Covington asserts (a) a prepetition equitable ownership interest in and
secured claim against Debtors for fees in the amount of 35% of any recovery obtained by the Vyaire
Plaintiffs in the Insurance Coverage Action, which as of the date of this Proof of Claim has been
earned; (b) a prepetition equitable ownership interest in and secured claim against Debtors for a
supplemental fee in connection with trial preparation in the Insurance Coverage Action as
contemplated by the Trial Exception as set forth in the Engagement Letter, in an amount to be
determined; and (c) a prepetition unsecured claim against Debtors for $508.61 in reimbursement of
expenses related to Third Party Costs, plus accrued interest as of the Petition Date (collectively,
“Claim”).

8. Credits/Setoff. No credits or other payments have been received by Covington with

respect to the Claim. Covington expressly reserves any and all rights of setoff, netting, recoupment
and al! similar such rights, and nothing herein shall be construed as a waiver of such rights.

9. Reservation of Rights. Covington expressly preserves any and all (a) rights to assert

that the claims in the Insurance Coverage Action do not constitute property of the Debtor’s estate
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 8 of 31

under section 541 of the Bankruptcy Code to the extent of Covington’s equitable interest; (b) rights
of Covington to assert claims on any ground, including, without limitation, claims based upon (i)
indemnity, (ii) contribution, (iii) guantum meruit; or (iv) unjust enrichment; and (b) all procedural and
substantive rights, claims and defenses with respect to any claim that has been or may be asserted
against Covington by the Debtors or any other person or entity whatsoever. In filing this Claim,
Covington does not consent to the jurisdiction of the Bankruptcy Court for any purpose other than
with respect to the Claim.

10. Amendments and Supplements. Covington expressly reserves any and all rights to

amend, clarify and/or supplement the Claim at any time and for any reason, including, without
limitation, to: (a) assert and file additional, supplementary and/or amended proofs of claim;
(b) correct, increase, liquidate, or amend the amounts referred to herein; (c) add or amend documents
and other information, and to describe further the Claim; (d) add or include any other debtors or any
other entity, including, but not limited to, any entity which may become a debtor or debtor-in-
possession; (e) add or amend categories of payments or liabilities; (f} assert further priority, security
interests or similar rights with respect to the Claim asserted herein; and (g) file or otherwise assert
requests for the payment of administrative claims.

If. Other Claims Preserved. This Claim is filed without prejudice to the rights of

Covington to file proofs of claim with respect to any other indebtedness, obligation or liability of the
Debtors and/or its Debtors-affiliates.

12, No Waiver/Consent. The filing of the Claim does not constitute, and should not be

owed to Covington; (c) the right to a jury trial in any proceeding so triable; (d) the right to have any
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 9 of 31

private right causes of actions or non-core matters finally adjudicated by an Article III judge; or
(e) the right to seek to have the reference withdrawn with respect to the subject matter of the Claim,
any objection or other proceedings commenced with respect thereto, or any other proceedings
commenced in the Debtors’ case against or otherwise involving Covington. The filing of the Proof
of Claim does not constitute, and should not be construed to be, (i) an election of remedies by
Covington, (ii) the consent by Covington to a jury trial in the Bankruptcy Court or any other court
in any proceeding as to any and all matters so triable herein, or in any case; or (ili) the consent to
entry of final orders on any private right cause of action or non-core matter by the Bankruptcy Court.
13. Notices. All notices and communications concerning the Claim should be addressed

and sent to:

Covington & Burling LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10018

Attn: C. William Phillips, Esq. (cphillips@cov.com)

Jordan S. Joachim, Esq. Gjoachim@cov.com)

Julia Blackburn, Esq. Gblackburn@cov.com)

or to such person as directed by Covington.
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 11 of 31

Cc OV | N G T e] N Covington & Burling LLP
The New York Times Building
BEIJING BRUSSELS DUBAI] FRANKFURT JOHANNESBURG 620 Eighth Avenue
LONDON LOS ANGELES NEW YORK PALO ALTO New York, NY 10018-1405
SAN FRANCISCO SEOUL SHANGHAI WASHINGTON T +1 2128411000
April 1, 2020

Kevin Klemz, Esq.

Executive Vice President, Chief Legal Officer
Vyaire Medical Inc.

17400 Medina Rd,

Plymouth, MN 55447

Dear Kevin:

We are very pleased to confirm that we will represent Vyaire Holding Company (US) and
Vyaire Medical Inc. (collectively “Vyaire”) in an insurance coverage dispute with Westchester
Surplus Lines Insurance Company (a Chubb affiliate), North American Capacity Insurance
Company (a Swiss Re affiliate), Allianz Underwriters Insurance Company, and Lloyd’s Syndicate
2003 XLC (an affiliate of XL Catlin) relating to recovery of Vyaire’s insured losses attributable to
the recall of Vyaire’s enFlow product (the “Dispute”). We appreciate the opportunity to work
with you on this matter.

We understand that Vyaire will be our client in this representation and not any of
Vyaire’s other affiliates or related parties.

I will be in charge of the engagement and will call upon others as appropriate.

We have agreed to carry out this engagement under a contingency fee arrangement,
subject to the following scope and other terms:

1. The Fee (as defined below) will be our entire fee for representing Vyaire, starting
April 1, 2020, in all aspects of the Dispute, including litigation, through and
including any summary judgment motion(s), interlocutory or final appeal(s), and
other proceedings, if any, subject to the Trial Exception, below.

2. The Fee will be Vyaire’s sole payment to the firm for our services, and we will not
charge Vyaire for the standard costs and disbursements identified below in
connection with these services; provided however, that Vyaire will be responsible for
paying Third Party Costs, as defined below, either directly to the relevant third
parties or to us, for our payment to those third parties, as you and we may agree.

3. If it ultimately develops that trial preparation and trial are necessary to resolve the
Dispute, at that time that becomes apparent we will in good faith discuss and agree
upon a supplemental fee to represent Vyaire in those and any subsequent
proceedings (the “Trial Exception”).

4. The “Fee” means 35% of any recovery resulting from the Dispute, whether a
judgment, settlement or other type of payment or award, except that if the Dispute is
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 12 of 31

COVINGTON

Kevin Klemz, Esq.
April 1, 2020
Page 2

finally and completely resolved before any defendant responds to written discovery
requests and before we serve the first written response to discovery on Vyaire’s
behalf, the Fee will equal two times the amount that would have been Covington’s
regular fee determined at standard hourly rates, plus one times standard costs and
disbursements as outlined below.

5. Ifthere is an opportunity to settle the matter fully and completely that we
recommend but Vyaire declines, then we may elect, as an alternative to paragraphs 3
and 4, to claim a fee for services through the date of Vyaire’s declination equal to the
Fee that would have been payable if such settlement had been accepted and finalized,
and thereafter Vyaire will pay us at our standard hourly rates and reimburse our
costs and disbursements as outlined below.

For reference in case such information becomes applicable pursuant to the preceding
paragraphs, we will keep internal records of our time, costs and disbursements for this matter as
we customarily do for clients paying hourly rates. Currently, my hourly rate is $1,170, Will
Phillip’s rate is $1,750, and Pam Forrest’s rate is $1,035; hourly rates for other lawyers range
from $560 for junior associates to $2,250 for senior partners; and for legal assistants from $280
to $520. We normally review and adjust our rates once a year as of January 1, although there
are circumstances in which we may adjust rates at other times.

Our standard costs and disbursements include charges for support services incurred on
your behalf, such as printing, duplicating, computer research, telecommunications, any
secretarial overtime attributable to your special needs, mail, deliveries and the like, as well as
out-of-pocket costs, such as travel.

Third Party Costs, for which you will be responsible as described above, consist of the
fees and costs of experts, court filing fees, the fees of mediators (if any), the costs of court
reporters and transcripts, including deposition transcripts, and the costs of other third parties,
all of which will be engaged only with your consent.

Payment of our statements in full is due within 30 days of receipt. We reserve the right
to charge interest on any portion of a statement that is not paid on time.

In accordance with New York professional rules, we advise you that in the event of a fee
dispute you may have the right to elect to submit the dispute to arbitration under Part 137 of the
Rules of the Chief Administrator of the New York courts.

Except as noted in the following paragraph, our records reveal] no representation of
another client adverse to you in any existing matter presently being handled by this firm or in
the Dispute. However, as you recognize, we are a large law firm with multiple practices in
multiple offices throughout the world, and we represent many different clients in many different
industries, including clients who are competitors of each other and sometimes adversaries in
legal matters. In taking on this representation, we commit that we will not represent any other
client in any matter adverse to you that is substantially related to this matter. In this context,
“substantially related” is a term that has come to have a settled meaning in the case law and in
Bar ethics opinions. What this commitment means is that we will not take on any matter
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 13 of 31

COVINGTON
Kevin Klemz, Esq.
April 1, 2020
Page 3

adverse to you on behalf of another client in circumstances in which any of your privileged/
confidential data or information, as normally would have been obtained by us in our
representation of you, would be material to any new matter adverse to you that we might accept
from another client.

By your signature below, you acknowledge this

representation and waive any actual or potential conflict of interest arising from, and will not

seek Covington’s disqualification from any existing or future matter, based on Covington's
representation oft

In return for our agreement to represent you in this matter, you consent and agree that
we may be adverse to you on behalf of other clients in matters that are not substantially related
to the matter we are now undertaking on your behalf or to any additional matter we may
undertake on your behalf in the future. This means that we might be adverse to you in litigation,
intellectual property matters (including patent litigation), transactional matters, counseling,
matters involving administrative agencies, lobbying and other legislative matters, or any other
type of matter so long as the matter is not substantially related to work we have performed for
you and subject to our agreement to implement and maintain an ethical screen that prohibits
the sharing of privileged/confidential data or information between Covington personnel
working on Vyaire’s Dispute and Covington personne} working on the adverse matter.

Specifically, our Firm regularly serves as an advisor and counsel for innovative
pharmaceutical manufacturers and their trade associations in litigation, disputes and
proceedings in the courts of the United States, the European Union and other jurisdictions, and
in a variety of other forums, including legislative and administrative bodies, relating to patents
and other forms of intellectual property, pharmaceutical regulatory issues, antitrust and
competition regulation and other matters in which Vyaire or its affiliates may be adverse. You
have expressly consented to our current and future representation of other clients in such
matters, including in Hatch-Waxman and similar litigation relating to generic drugs (including
ANDAs, 505(b)(2) applications, and follow-on biologics), in any present or future
representations in which we serve as counsel, including counsel of record, in proceedings to
which Vyaire or its affiliates may have an adverse interest. If so, Covington will implement and
Maintain an ethical screen that prohibits the sharing of privileged/confidential data or
information between Covington personnel working on Vyaire’s Dispute and Covington
personnel working on the adverse matter.

In addition, if there are parties adverse to you in the matter we are undertaking on your
behalf, it is possible that those adverse parties will have need for counsel in matters which do
not have a substantial relationship to the matter in which we represent you. Even though we
would, as a result, be receiving some fee income from your adversary, you consent to our
representing such parties in matters that are not substantially related to any of our work for you.
We, for our part, commit to continued zealous representation of your interests in the matters in
which we do represent you notwithstanding any fee income we may receive from your adversary.

You agree that both you and our firm may use electronic devices and Internet services to
communicate with each other and forward documents notwithstanding some risk that such
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 14 of 31

COVINGTON

Kevin Klemz, Esq.
April 1, 2020
Page 4

communications may be intercepted by and disclosed to unauthorized parties. You agree that
the benefits of using such technology outweigh the risks of unauthorized disclosure.

Covington & Burling LLP is a limited liability partnership organized under the laws of
the District of Columbia. Under this form of partnership, a partner's personal assets are not
subject to claims against the firm (and other partners) based on contracts, professional
negligence or other liability unless the partner is personally liable based on his or her own
conduct.

1 trust this letter accurately states our mutual understanding. If you have questions
about any aspect of it, please let me know promptly. Otherwise please confirm our
understanding by signing and returning a copy of this letter to me.

We very much appreciate your selecting our firm to assist you, and we look forward to
working with you on this matter.

Sincerely,

/s/ Bert Wells

Bert Wells
Agreed to:

Vyaire Holding Company (US) and
Vyaire Medical Inc.
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 16 of 31

RECORD PRESS, INC.
229 West 36th Street

8th Floor ome

New York, NY 10018 RECORDW PRESS
dmisser@recordpress.com Appellate Management Document Solutions
BILL TO INVOICE # 115217
Covington & Burling LLP ERMS N

620 Eighth Avenue TERMS Net 15

New York, NY 10018-1405

CAPTION JOB # REP

Vyaire v Westchester Surplus 95518 VM
DESCRIPTION QTY RATE AMOUNT

APPELLATE DIVISION - 1ST DEPARTMENT
Reply Brief & Letter Filing

Reply Brief - 7 Copies / 58 Pages

{ist 3 Copies - Printing, Covers & Binding) 1 209.00 209.00
Additional copies 4 38.50 154.00
Bookmarks 40 3.20 128.00
Electronic File Upload (per upload) 3 50.00 150.06
Electronic Preparation and Review (per file} a 95.00 285.00
Subtotal: 926.00
15% Courtesy Discount 926 -0.15 -138.90
Court Filing Only 1 90.00 $0.00
FedEx Shipment{s) 2 29.50 59.00
Pre-Paid Postage 1 3.00 3.00
A credit memo was applied in the amount of $508.60
reflecting the agreed upon discount to pay off the remainder
of the invoice.
Our preferred method of payment is ACH/Wire transfer. Our banking SUBTOTAL 939.10
details are provided below: TAX (8.87595) 78.11
TOTAL 1,017.21
BANK NAME: Chase PAYMENT 1,017.21
ACCOUNT NUMBER: 903739951 BALANCE DUE
ABA/ROUTING NUMBER: 021000021 $0.00

We also accept payment via credit card at the following link:
https://recordpress.com/pay-your-invoice/

(American Express, Visa, MasterCard & Discover)

RECORD PRESS, INC.
TAX ID # 13-5654060
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page17 of 31

Debtor; Vyaire Medical, Inc.
UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

Case Number: 24-11217

FILED

Claim No. 133
August 01, 2024

By Omni Claims Agent
Official Form 410 For U.S. Bankruptcy Court

Proof of Claim District of Delawar 04/22

Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any documents
that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgments, mortgages. and
security agreements. Do not send original documents; they may be destroyed after scanning. If the documents are not available, explain in an attachment
A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152, 157, and 3571.

Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309) that you received.

Carefully read instructions included with this Proof of Claim before completing.

USE identity the Claim

1. Who is the current creditor? Covington & Burling LLP
Name of the current creditor {the person or entity to be pard for this claim)

Other names the creditor used with the debtor

2. Has this claim been acquired {X] No
from someone else? | | Yes From whom? a =

3. Where should notices and Where should notices to the creditor be sent? Where should payments to the creditor be sent? {if
payments to the creditor be different)
sent?

Covington & Burling LLP / Attn: William Phillips

Federal Rule of 620 Eight Avenue

Bankruptcy Procedure
(FRBP} 2002(g)
New York, NY, 10018
Contact Phone (212) 841-1000 Contact Phone
Contact email Contact email
Uniform claim identifier for electronic payments in chapter 13 {if you use one)
4. Does this claim amend one [RX] No
already filed? []Yes Claim Number on court claims registry (if known) Filed On
MM /DD/YYYY
5. Do you know if anyone else "
has filed a proof of claim for [X] No
this claim? [_} Yes Who made the earlier filing?

Official Form 410 Proof of Claim
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 18 of 31

Give Information About the Claim as of the Date the Case Was Filed

6. Do you have any number you |,
use to identify the debtor?

| | No
[X] Yes _—_ Last 4 digits of the debtor's account or any number you use to identify the debtor:

2891

7. How much is the claim?

8. What is the basis of the
claim?

9, Is allorpartofthe claim ~ No
secured? IX] Yes

10. Is this claim based ona [X] No
lease? [_] Yes

41. !s this claim subject toa [Xx] No
right of setoff? [_] Yes

$ $508 61 Does this amount include interest or other charges?

[X] No
Yes Attach statement iternizing interest, fees, expenses, or other
charges required by Bankruptcy Rule 3001(c)(2)(A).

Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card.
Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001(c).

Limit disclosing information that is entitled to privacy, such as health care information
Equitable interest and attorney's lien. See addendum.

The claim is secured by a lien on property

Nature of property:

| | Real Estate ({f the claim is secured by the debtor's principal residence, file a Mortgage Proof of Claim
Attachment (Official Form 410-A) with this Proof of Claim
|| Motor Vehicle

(X] Other Describe: S€€ addendum.

Basis for perfection: —

Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (for example,
a mortgage, lien, certificate of title, financing statement, or other document that shows the lien has been filed or
recorded.

Value of Property: $
Amount of the claim that is secured: $
Amount of the claim that is unsecured: $ (The sum of the secured and
unsecured amounts should match the
amount in line 7}.
Amount necessary to cure any default as of the date of the petition: $ -
Annual Interest Rate: (when case was filed) _ %
X] Fixed
|_| Variable
Amount necessary to cure any default as of the date of the petition. $
Identify the property:

12. Is this claim for the value [XJ No
of goods received by the [| Yes
debtor within 20 days
before the
commencement date of
this case
(41 U.S.C. § 503(b)(9)).?

Amount of 503(b}(9) Claim: 4%

Official Form 410

Proof of Claim
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 19 of 31

13. Is all or part of the claim X| No

entitted to priority under Yes Amount entitled to priority

Check one:

11 U.S.C. § 507(a)?

A claim may be partly
priority and partly
nonpriority. For example,
in some categories, the
law limits the amount
entitled to priority.

Domestic support obligations (including alimony and child support} under
11 U.S.C. § 507(a)(1)(A) or (a)(1)(B). $

Up to $3,350" of deposits toward purchase, lease, or rental of property or services
for personal, family, or household use. 11 U.S.C. § 507(a)(7). $

Wages, salaries, or commissions (up to $15,150*) earned within 180 days before
the bankruptcy petition is filed or the debtor's business ends, whichever is earlier $
11 U.S.C. § 507(a)(4)

Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8). $
Contributions to an employee benefit plan 11 U.S.C. § 507(a)(5). $
Other. Specify subsection of 11 U.S.C. § 507({a){___) that applies. $

* Amounts are subject to adjustment on 4/01/25 and every 3 years after that for cases begun on or after the date of adjustment

The person completing
this proof of claim must
sign and date it.

FRBP 9011(b).

If you file this claim
electronically, FRBP
§005(a}(2) authorizes
courts to establish local
rules specifying what a
signature is.

A person who files a
fraudulent claim could be
fined up to $500,000,
imprisoned for up to 5
years, or both.

18 U.S.C. §§ 152, 157, and
3571.

Official Form 410

Check the appropriate box:

(i) | am the creditor.
| am the creditor's attorney or authorized agent.
| am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004.
| am the guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.

| understand that an authorized signature on this Proof of Claim serves as an acknowlegment that when calculating the
amount of the claim. the creditor gave the debtor credit for any payments received toward the debt

| have examined the information in this Proof of Claim and have a reasonable belief that the information is true
and correct.

| declare under penalty of perjury that the foregoing is true and correct.

8/2/2024
MM / DD f YYYY

Executed on date

C. William Phillips
Signature

Print the name of the person who is completing and signing this claim:

Name C. William Phillips
First Name Middle Name Last Name
Title Partner
Company Covington & Burling LLP
Identify the corporate servicer as the company if the authorized agent is a servicer
620 Eight Avenue
Address

New York, NY 10018

(212) 841-1000 cphillips@cov.com

Contact Phone Email

Proof of Claim
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 20 of 31

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

) Chapter 1 |
In re: )
) Case No. 24-11217 (BLS)
VYAIRE MEDICAL, INC., et al.,' ) (Jointly Administered)
)
Debtors. )
)

ADDENDUM TO PROOF OF CLAIM OF COVINGTON & BURLING LLP

This is an addendum (“Addendum”) to, and a part of, the proof of claim (“Proof of Claim”)

filed by Covington & Burling LLP (“Covington”) against Vyaire Medical, Inc. (“Vyaire Medical”).

l. On June 9, 2024 (“Petition Date”), Vyaire Medical and its affiliated debtors
(“Debtors”) filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy

Code, 1] U.S.C. §§ 101, et seg., (“Bankruptcy Code”) in the United States Bankruptcy Court for the

District of Delaware (“Bankruptcy Court”). The Debtors are operating their business as debtors-in-

possession pursuant to Bankruptcy Code §§ 1107 and 1108.

3, The Claim. Prior to the Petition Date, Covington served as counsel to Vyaire

Medical and Vyaire Holding Company (US) (together, “Vyaire Plaintiffs”) in an insurance coverage

action pending in the Supreme Court of the State of New York, County of New York,

Index No. 652428/2020 (“Insurance Coverage Action”). Pursuant to the engagement letter between

The last four digits of Debtor Vyaire Medical, Inc.’s federal tax identification number are 6495. A
complete list of each of the Debtors in these chapter 11 cases and each such Debtor’s federal tax identification
number may be obtained on the website of the Debtors’ claims and noticing agent at
https://omniagentsolutions.com/Vyaire. The location of Debtor Vyaire Medical, Inc.’s principal place of
business and the Debtors’ service address in these chapter 1] cases is 26125 North Riverwoods Boulevard,
Mettawa, Illinois, USA 60045.
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 21 of 31

the Vyaire Plaintiffs and Covington, dated April 1, 2020 (“Engagement Letter”) and attached as

Exhibit “A” hereto, Covington agreed to represent the Vyaire Plaintiffs in the Dispute’ in exchange
for a Fee equal to 35% of any recovery received by the Vyaire Plaintiffs in the Dispute, subject to a
Trial Exception. With respect to the Trial Exception, the parties agreed that if trial preparation and
trial were required to resolve the Dispute, they would in good faith discuss and agree upon a
supplemental fee for Covington’s continued representation of the Vyaire Plaintiffs in connection
with trial preparation and trial (and subsequent proceedings).”

4, On May 9, 2022, the Vyaire Plaintiffs filed a Note of Issue in the Insurance
Coverage Action stating that all discovery known to be necessary had been completed and that the
case was ready for trial. All summary judgment motions and appeals thereof have been decided in
the Insurance Coverage Action, and the case is trial ready. Trial preparation began prior to the
Petition Date, and thus the conditions to the Trial Exception under the Engagement Letter were
satisfied prior to the Petition Date.

6. Covington has an equitable ownership interest and attorney’s lien in the Vyaire

Plaintiffs’ causes of action and claims in the Insurance Coverage Action and related books and

o All capitalized terms, not otherwise defined herein, shall have the meanings given to them in the
Engagement Letter.

3 Following the engagement of Covington, one of the lead attorneys representing the Vyaire Plaintiffs
left Covington and joined Reed Smith LLP (“Reed Smith”). Covington and Reed Smith agreed to a fee sharing
agreement in accordance with the firms’ joint representation of the Vyaire Plaintiffs in the Insurance Coverage
Action.
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 22 of 31

records, which attach “to any verdict, report, determination, decision, award, settlement, judgment,
or final order” in the Vyaire Plaintiffs’ favor, and “the proceeds thereof in whatever hands they may
come.” N.Y. Judiciary Law § 475; see In re A. Tarricone, Inc., 76 B.R. 53, 56 (Bankr. $.D.N.Y.
1987) (“[T]he lien takes effect from the time the services were commenced, and a trustee in a
subsequent bankruptcy case involving the client takes the property of the estate subject to such lien.”);
LMWT Realty Corp. v. Davis Agency Inc., 649 N.E.2d 1183, 1186 (N.Y. 1995) (“[T]he charging lien
does not merely give an attorney an enforceable right against the property of another, it gives the
attorney an equitable ownership interest in the client’s cause of action.”).

8. Credits/Setoff. No credits or other payments have been received by Covington with

respect to the Claim. Covington expressly reserves any and all rights of setoff, netting, recoupment
and all similar such rights, and nothing herein shall be construed as a waiver of such rights.

9. Reservation of Rights. Covington expressly preserves any and all (a) rights to assert

that the claims in the Insurance Coverage Action do not constitute property of the Debtor’s estate
under section 541 of the Bankruptcy Code to the extent of Covington’s equitable interest; (b) rights

of Covington to assert claims on any ground, including, without limitation, claims based upon
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 23 of 31

(i) indemnity, (ii) contribution, (iii) quantum meruit; or (iv) unjust enrichment; and (b) all procedural
and substantive rights, claims and defenses with respect to any claim that has been or may be asserted
against Covington by the Debtors or any other person or entity whatsoever. In filing this Claim,
Covington does not consent to the jurisdiction of the Bankruptcy Court for any purpose other than
with respect to the Claim.

10. Amendments and Supplements. Covington expressly reserves any and all rights to

amend, clarify and/or supplement the Claim at any time and for any reason, including, without
limitation, to: (a) assert and file additional, supplementary and/or amended proofs of claim;
(b) correct, increase, liquidate, or amend the amounts referred to herein; (c) add or amend documents
and other information, and to describe further the Claim; (d) add or include any other debtors or any
other entity, including, but not limited to, any entity which may become a debtor or debtor-in-
possession; (e) add or amend categories of payments or liabilities; (f) assert further priority, security
interests or similar rights with respect to the Claim asserted herein; and (g) file or otherwise assert
requests for the payment of administrative claims.

ll. Other Claims Preserved. This Claim is filed without prejudice to the rights of

Covington to file proofs of claim with respect to any other indebtedness, obligation or liability of the
Debtors and/or its Debtors-affiliates.

12. No Waiver/Consent. The filing of the Claim does not constitute, and should not be

construed to be, a waiver by Covington of (a) any rights, claims, defenses, or remedies, whether
under applicable law or otherwise, against any other entity that may be liable for all or part of the
Claim, whether an affiliate of the Debtors, an assignee, guarantor or otherwise; (b) any obligation
owed to Covington; (c) the right to a jury trial in any proceeding so triable; (d) the right to have any
private right causes of actions or non-core matters finally adjudicated by an Article II] judge; or

(e) the right to seek to have the reference withdrawn with respect to the subject matter of the Claim,
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 24 of 31

any objection or other proceedings commenced with respect thereto, or any other proceedings
commenced in the Debtors’ case against or otherwise involving Covington. The filing of the Proof
of Claim does not constitute, and should not be construed to be, (i) an election of remedies by
Covington, (ii) the consent by Covington to a jury trial in the Bankruptcy Court or any other court
in any proceeding as to any and all matters so triable herein, or in any case; or (iii) the consent to
entry of final orders on any private right cause of action or non-core matter by the Bankruptcy Court.
I3. Notices. All notices and communications concerning the Claim should be addressed

and sent to:

Covington & Burling LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10018

Attn: C. William Phillips, Esq. (cphillips@cov.com)

Jordan S. Joachim, Esq. Gjoachim@cov.com)

Julia Blackburn, Esq. Gblackburn@cov.com)

or to such person as directed by Covington.
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 26 of 31

Cc OV | i G T Oo N Covington & Burling LLP
The New York Times Building
BEIJING BRUSSELS DUBAI FRANKFURT JOHANNESBURG 620 Eighth Avenue
LONDON LOS ANGELES NEW YORK PALO ALTO New York, NY 10018-1405
SAN FRANCISCO SEOUL SHANGHAI WASHINGTON T +1212 8411000
April 1, 2020

Kevin Klemz, Esq.

Executive Vice President, Chief Legal Officer
Vyaire Medical Inc.

17400 Medina Rd,

Plymouth, MN 55447

Dear Kevin:

We understand that Vyaire will be our client in this representation and not any of
Vyaire’s other affiliates or related parties.

I will be in charge of the engagement and will call upon others as appropriate.

We have agreed to carry out this engagement under a contingency fee arrangement,
subject to the following scope and other terms:

3. Ifit ultimately develops that trial preparation and trial are necessary to resolve the
Dispute, at that time that becomes apparent we will in good faith discuss and agree
upon a supplemental fee to represent Vyaire in those and any subsequent
proceedings (the “Trial Exception”).

COVINGTON

Kevin Klemz, Esq.
April 1, 2020
Page 2

5. If there is an opportunity to settle the matter fully and completely that we
recommend but Vyaire declines, then we may elect, as an alternative to paragraphs 3
and 4, to claim a fee for services through the date of Vyaire’s declination equal to the
Fee that would have been payable if such settlement had been accepted and finalized,
and thereafter Vyaire will pay us at our standard hourly rates and reimburse our
costs and disbursements as outlined below.

Payment of our statements in full is due within 30 days of receipt. We reserve the right
to charge interest on any portion of a statement that is not paid on time.

Except as noted in the following paragraph, our records reveal no representation of
another client adverse to you in any existing matter presently being handled by this firm or in
the Dispute. However, as you recognize, we are a large law firm with multiple practices in
multiple offices throughout the world, and we represent many different clients in many different
industries, including clients who are competitors of each other and sometimes adversaries in
legal matters. In taking on this representation, we commit that we wil] not represent any other
client in any matter adverse to you that is substantially related to this matter. In this context,
“substantially related” is a term that has come to have a settled meaning in the case law and in
Bar ethics opinions. What this commitment means is that we will not take on any matter
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 28 of 31

COVINGTON

Kevin Klemz, Esq.
April 1, 2020
Page 3

By your signature below, you acknowledge thi

representation and waive any actual or potential conflict of interest arising from, and will not

seek Covington’s disqualification from any existing or future matter, based on Covington’s

In return for our agreement to represent you in this matter, you consent and agree that
we may be adverse to you on behalf of other clients in matters that are not substantially related
to the matter we are now undertaking on your behalf or to any additional matter we may
undertake on your behalf in the future. This means that we might be adverse to you in litigation,
intellectual property matters (including patent litigation), transactional matters, counseling,
matters involving administrative agencies, lobbying and other legislative matters, or any other
type of matter so long as the matter is not substantially related to work we have performed for
you and subject to our agreement to implement and maintain an ethical screen that prohibits
the sharing of privileged/confidential data or information between Covington personnel}
working on Vyaire’s Dispute and Covington personnel working on the adverse matter.

Specifically, our Firm regularly serves as an advisor and counsel for innovative
pharmaceutical manufacturers and their trade associations in litigation, disputes and
proceedings in the courts of the United States, the European Union and other jurisdictions, and
in a variety of other forums, including legislative and administrative bodies, relating to patents
and other forms of intellectual property, pharmaceutical regulatory issues, antitrust and
competition regulation and other matters in which Vyaire or its affiliates may be adverse. You
have expressly consented to our current and future representation of other clients in such
matters, including in Hatch-Waxman and similar litigation relating to generic drugs (including
ANDAs, 505(b)(2) applications, and follow-on biologics), in any present or future
representations in which we serve as counsel, including counsel of record, in proceedings to
which Vyaire or its affiliates may have an adverse interest. If so, Covington will implement and
maintain an ethical screen that prohibits the sharing of privileged/confidential data or
information between Covington personnel working on Vyaire’s Dispute and Covington
personnel working on the adverse matter.

COVINGTON

Kevin Klemz, Esq.
April 1, 2020
Page 4

communications may be intercepted by and disclosed to unauthorized parties. You agree that
the benefits of using such technology outweigh the risks of unauthorized disclosure.

I trust this letter accurately states our mutual understanding. If you have questions
about any aspect of it, please let me know promptly. Otherwise please confirm our
understanding by signing and returning a copy of this letter to me.

We very much appreciate your selecting our firm to assist you, and we look forward to
working with you on this matter.

Sincerely,

/s/ Bert Wells

Bert Wells
Agreed to:

Vyaire Holding Company (US) and
Vyaire Medical Inc.

By: Kk | Ei Os a
a

F i
Case 24-11217-BLS Doc1146-2 Filed 11/24/25 Page 30 of 31

EXHIBIT B
Case 24-11217-BLS Doc 1146-2

RECORD PRESS, INC.
229 West 36th Street

8th Floor

New York, NY 10018
dmisser@recordpress.com

BILL TO

Rebekah Boulos

Covington & Burling LLP
620 Eighth Avenue

New York, NY 10018-1405

Filed 11/24/25 Page 31 of 31

RECORDW PRESS

Appellate Management Dacument Solutions

INVOICE # 115217
DATE 08/03/2023
DUE DATE 08/18/2023

TERMS Net 15

CAPTION JOB #
Vyaire v Westchester Surplus 95518
DESCRIPTION

APPELLATE DIVISION - 1ST DEPARTMENT
Reply Brief & Letter Filing

Reply Brief - 7 Copies / 58 Pages

(1st 3 Copies - Printing, Covers & Binding)
Additional copies

Bookmarks

Electronic File Upload (per upload)
Electronic Preparation and Review (per file)

15% Courtesy Discount
Court Filing Only
FedEx Shipment(s}
Pre-Paid Postage

A credit memo was applied in the amount of $508.60
reflecting the agreed upon discount to pay off the remainder
of the invoice.

Our preferred method of payment is ACH/Wire transfer. Our banking
details are provided below:

BANK NAME: Chase
ACCOUNT NUMBER: 903739951
ABA/ROUTING NUMBER: 021000021

We also accept payment via credit card at the following link:

(American Express, Visa, MasterCard & Discover)

926

SUBTOTAL
TAX (8.875%)
TOTAL
PAYMENT
BALANCE DUE

RECORD PRESS, INC.
TAX ID # 13-5654060

REP
VM
RATE AMOUNT
209.00 209.00
38.50 154.00
3.20 128.00
50.00 150,00
95.00 285.00

Subtotal 926.00

0.15 -138.90
90.00 90.00
29.50 59.00

3.00 3.00

939.10
78.11
1,017.21
1,017.21

$0.00

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