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Contract analysis / ip-due-diligence-memo.docx
ip-due-diligence-memo.docx
High · 7
Medium · 10
Standard · 3
I. Executive Summary
Medium
⚑ Liability cap to check against exposure
I. Executive Summary This memorandum summarizes the results of the intellectual property due diligence review conducted by Calderwood & Harkness LLP ("C&H") in connection with Pinnacle Venture Fund II LP's ("Pinnacle" or the "Fund") proposed $14,000,000 lead investment in the $22,500,000 Series A Preferred Stock financing (the "Series A Financing") of Quillen Technologies, Inc. ("Quillen" or the "Company"), a Delawar
II. Scope of Review
II. Scope of Review A. Categories Examined Our due diligence review encompassed the following categories of intellectual property and related matters:
1. Platform Ownership and IP Assignment Chain. We examined the chain of title for all int
High
⚑ Non-compete / exclusivity restraint
1. Platform Ownership and IP Assignment Chain. We examined the chain of title for all intellectual property embodied in the Mosaic platform, including founder assignments, employee assignments, and contractor assignments, to confirm that Quillen Technologies, Inc. is the sole and exclusive owner of all material Company IP.
2. Patent Applications. We reviewed the Company's pending U.S. utility patent application
Medium
⚑ Assignment / subcontracting
2. Patent Applications. We reviewed the Company's pending U.S. utility patent applications, including available filing documentation, inventor designations, and assignment records.
3. Trademark Registrations and Applications. We reviewed the Company's pending trademark
3. Trademark Registrations and Applications. We reviewed the Company's pending trademark application for the "MOSAIC" mark, including a preliminary search of the USPTO Trademark Electronic Search System ("TESS") database for potentially conflicting marks.
4. Domain Names. We reviewed the Company's domain name registrations, including registran
4. Domain Names. We reviewed the Company's domain name registrations, including registrant details, renewal status, and any evidence of domain disputes or Uniform Domain-Name Dispute-Resolution Policy ("UDRP") proceedings.
5. Open-Source Software Dependencies and Licensing Compliance. We reviewed the software b
5. Open-Source Software Dependencies and Licensing Compliance. We reviewed the software bill of materials ("SBOM") provided by the Company's CTO, Julian Voss, identifying all open-source libraries and components incorporated into the Mosaic platform, and assessed the licensing terms applicable to each.
6. Employee and Contractor Invention Assignment and Confidentiality Agreements. We review
Medium
⚑ Confidentiality undertaking
6. Employee and Contractor Invention Assignment and Confidentiality Agreements. We reviewed the Proprietary Information and Inventions Assignment Agreements ("PIIAs") executed by the Company's co-founders, key executives, and a representative sample of engineering employees, as well as contractor agreements containing IP assignment provisions.
7. Third-Party IP Licenses. We reviewed the Company's material inbound IP licenses, inclu
Standard
⚑ Commercial term
7. Third-Party IP Licenses. We reviewed the Company's material inbound IP licenses, including licenses for third-party data feeds and APIs used within the Mosaic platform.
8. IP-Related Litigation and Disputes. We inquired into and reviewed available materials
8. IP-Related Litigation and Disputes. We inquired into and reviewed available materials regarding any pending or threatened IP-related litigation, cease-and-desist correspondence, or other IP disputes.
9. IP-Related Representations and Warranties for the Series A SPA. We reviewed the draft
High
⚑ Indemnity / guarantee obligation
9. IP-Related Representations and Warranties for the Series A SPA. We reviewed the draft IP representations and warranties anticipated to be included in the Series A Preferred Stock Purchase Agreement and prepared recommendations for the definitive agreement. B. Materials Reviewed In conducting our review, we examined the following categories of materials, among others: • Corporate formation documents, including the
III. Ownership of the Mosaic Platform
High
⚑ Non-compete / exclusivity restraint
III. Ownership of the Mosaic Platform A. Platform Description The Mosaic platform is an AI-driven portfolio analytics and risk-attribution platform delivered as a software-as-a-service offering on a subscription basis. The platform is designed to serve institutional asset managers, pension consultants, endowment managers, and related institutional investors by providing advanced analytics capabilities, including mult
IV. Patent Portfolio
IV. Patent Portfolio A. Pending U.S. Utility Patent Applications The Company has filed two (2) U.S. utility patent applications with the United States Patent and Trademark Office ("USPTO"), both filed in August 2024. The specific application numbers have not yet been confirmed by company counsel and remain an outstanding item for our review (see Section XII below). Based on the materials provided, the subject matter
1. AI-Driven Risk Attribution Methodology. The first application relates to the Company's
1. AI-Driven Risk Attribution Methodology. The first application relates to the Company's proprietary AI-driven risk attribution methodology, which forms a core component of the Mosaic platform's analytical capabilities. This methodology involves the application of machine learning techniques to decompose portfolio risk across multiple factors and attribution dimensions.
2. Portfolio Analytics Data Processing Architecture. The second application relates to th
Medium
⚑ Assignment / subcontracting
2. Portfolio Analytics Data Processing Architecture. The second application relates to the data processing architecture utilized within the Mosaic platform for the ingestion, normalization, and analysis of large-scale portfolio data sets. This architecture is designed to enable real-time or near-real-time analytics processing at institutional scale. Both applications list Dr. Amara Osei and Julian Voss as named inven
V. Trademark Portfolio
Medium
⚑ Notice / time limit to track
V. Trademark Portfolio A. "MOSAIC" Trademark Application Quillen Technologies filed a federal trademark application for the mark "MOSAIC" with the USPTO in November 2024. The specific serial number for this application has not yet been confirmed by company counsel and remains an outstanding item (see Section XII below). Based on the materials provided, the application covers the Company's software-as-a-service offeri
VI. Domain Names
VI. Domain Names The Company's primary domain name is quillentech.io, which is registered in the name of Quillen Technologies, Inc. We reviewed the domain registrar records and registration details for this domain. Based on our review, the domain registration is current and does not expire imminently. We did not identify any evidence of domain disputes, UDRP proceedings, or other adverse claims relating to the quille
VII. Open-Source Software Compliance
Medium
⚑ Liability cap to check against exposure
VII. Open-Source Software Compliance A. Open-Source Dependencies Identified Julian Voss, Co-Founder and CTO, provided a software bill of materials ("SBOM") listing the open-source libraries and components incorporated into the Mosaic platform. The SBOM was provided in a machine-readable format and supplemented by a narrative description of the Company's use of open-source software. Based on our review of the SBOM, th
VIII. Employee and Contractor Invention Assignment Agreements
Medium
⚑ Assignment / subcontracting
VIII. Employee and Contractor Invention Assignment Agreements A. Full-Time Employees Quillen Technologies currently employs thirty-eight (38) full-time employees, distributed across functional areas as follows: • Engineering: 24 employees • Sales and Marketing: 6 employees • General and Administrative: 5 employees • Executive: 3 employees (Dr. Amara Osei, Julian Voss, Priya Chandrasekar) All employees are required to
1. Dr. Amara Osei — Co-Founder and Chief Executive Officer. Dr. Osei holds 3,200,000 shar
1. Dr. Amara Osei — Co-Founder and Chief Executive Officer. Dr. Osei holds 3,200,000 shares of Common Stock. Her PIIA was executed at or around the time of the Company's incorporation on July 12, 2023, as discussed in Section III.B above.
2. Julian Voss — Co-Founder and Chief Technology Officer. Mr. Voss holds 2,800,000 shares
2. Julian Voss — Co-Founder and Chief Technology Officer. Mr. Voss holds 2,800,000 shares of Common Stock. His PIIA was executed at or around the time of the Company's incorporation on July 12, 2023, as discussed in Section III.B above.
3. Priya Chandrasekar — Vice President of Product. Ms. Chandrasekar holds 400,000 shares
Medium
⚑ Confidentiality undertaking
3. Priya Chandrasekar — Vice President of Product. Ms. Chandrasekar holds 400,000 shares of Common Stock (subject to vesting under the Quillen Technologies 2023 Equity Incentive Plan). She joined the Company in January 2025, and her PIIA was executed in connection with the commencement of her employment. Each of the reviewed executive PIIAs contains the following key provisions: (i) an assignment of inventions clause
IX. Third-Party IP Licenses
High
⚑ Non-compete / exclusivity restraint
IX. Third-Party IP Licenses We reviewed the Company's material contracts for the purpose of identifying inbound intellectual property licenses — that is, licenses under which the Company has obtained rights to use third-party intellectual property in connection with the operation of the Mosaic platform. Based on our review, Quillen licenses certain third-party data feeds and application programming interfaces ("APIs"
X. IP-Related Litigation and Disputes
High
⚑ Indemnity / guarantee obligation
X. IP-Related Litigation and Disputes The Company has represented that there is no pending or threatened IP-related litigation involving Quillen Technologies, Inc. as either a plaintiff or defendant. Specifically, the Company has represented that: • No patent infringement claims have been asserted against the Company, and no patent infringement lawsuits or administrative proceedings (including inter partes review pet
XI. Recommendations for SPA IP Representations and Warranties
XI. Recommendations for SPA IP Representations and Warranties Based on our due diligence review, we recommend that the following intellectual property-related representations and warranties be included in the Series A Preferred Stock Purchase Agreement. We understand that the draft SPA is targeted for initial circulation on or about May 16, 2026. The specific formulations set forth below are presented in summary form
1. Ownership. The Company is the sole and exclusive owner of all intellectual property ri
High
⚑ Non-compete / exclusivity restraint
1. Ownership. The Company is the sole and exclusive owner of all intellectual property rights necessary to conduct its business as currently conducted and as proposed to be conducted, free and clear of all liens, security interests, encumbrances, and adverse claims. No intellectual property that is material to the Company's business is owned by or registered in the name of any individual (including any founder, offic
2. No Infringement. To the Company's knowledge, the Company's products, services, and bus
2. No Infringement. To the Company's knowledge, the Company's products, services, and business operations do not infringe, misappropriate, or otherwise violate any intellectual property rights of any third party, including any patent rights, copyrights, trademark rights, trade secret rights, or rights of publicity or privacy.
3. No Third-Party Infringement. To the Company's knowledge, no third party is currently i
3. No Third-Party Infringement. To the Company's knowledge, no third party is currently infringing, misappropriating, or otherwise violating any of the Company's intellectual property rights.
4. Employee and Contractor Assignments. All current and former employees and independent
Medium
⚑ Assignment / subcontracting
4. Employee and Contractor Assignments. All current and former employees and independent contractors who have contributed to the creation, development, or improvement of the Company's intellectual property have executed valid and enforceable invention assignment agreements in the Company's standard form, and the Company is not aware of any breach of any such agreement.
5. Open-Source Compliance. No open-source software has been incorporated into the Company
Standard
⚑ Commercial term
5. Open-Source Compliance. No open-source software has been incorporated into the Company's products or services in a manner that would require the Company to disclose, distribute, or make available any proprietary source code, or that would impose any material restriction on the Company's ability to charge license fees or otherwise commercially exploit its products and services.
6. Patent and Trademark Status. The Company has accurately disclosed in the disclosure sc
Standard
⚑ Commercial term
6. Patent and Trademark Status. The Company has accurately disclosed in the disclosure schedules all pending patent applications and trademark applications, including application numbers, filing dates, jurisdictions, and current prosecution status. All required maintenance fees, annuities, and renewal fees have been paid when due.
7. No Litigation. There is no pending or, to the Company's knowledge, threatened litigati
7. No Litigation. There is no pending or, to the Company's knowledge, threatened litigation, claim, proceeding, or investigation relating to the Company's intellectual property, including any claim of infringement, misappropriation, or violation of third-party intellectual property rights.
8. Domain Names. The Company owns and controls all domain names material to the conduct o
8. Domain Names. The Company owns and controls all domain names material to the conduct of its business, and no domain name owned by the Company is the subject of any dispute, proceeding, or adverse claim.
9. Trade Secrets. The Company has taken commercially reasonable measures to protect the c
Medium
⚑ Confidentiality undertaking
9. Trade Secrets. The Company has taken commercially reasonable measures to protect the confidentiality of its trade secrets and other confidential and proprietary information, including requiring employees and contractors to execute confidentiality agreements and implementing appropriate technical and administrative safeguards. These representations and warranties should be qualified by a disclosure schedule that id
XII. Open Items and Follow-Up
XII. Open Items and Follow-Up The following items remain outstanding as of the date of this memorandum and require follow-up during the remainder of the due diligence period: We have communicated these outstanding items to Ostrander Solutions and expect to receive responses during the week of May 11, 2026. We will update this memorandum and notify the deal team promptly upon receipt of additional materials.
XIII. Conclusion
High
⚑ Automatic / tacit renewal
XIII. Conclusion Based on our review of the materials provided through May 5, 2026, we offer the following summary conclusions regarding the intellectual property posture of Quillen Technologies, Inc.: Overall IP Portfolio. The Company's intellectual property portfolio is consistent with the expectations for an early-stage enterprise SaaS company at the Series A financing stage. The core Mosaic platform has been deve