Contract analysis

I. EXECUTIVE SUMMARY A. Purpose and Scope This memorandum summarizes the intellectual property due diligence conducted by Calderwood & Harkness LLP in connection with the prospective initial public offering in the United States of Halcyon Semiconductor AG ("Halcyon" or the "Company") through a Level III American Depositary Receipt ("ADR") program. The contemplated offering targets gross proceeds of approximately $900

1. Halcyon Semiconductor AG (Munich, Germany) — Principal patent and trademark holder. Owns the majority of the Company's worldwide patent portfolio, all principal trademark registrations, and the core technology know-how.

2. Halcyon Power Solutions GmbH (Dresden, Germany) — A wholly owned subsidiary of Halcyon Semiconductor AG. Holds manufacturing process intellectual property associated with Fab 2 (operational) and Fab 3 (under construction). Certain process patents relating to SiC wafer fabrication and epitaxial deposition are registered in the name of this entity.

3. Halcyon Semiconductor USA Inc. (incorporated in Delaware; principal office at 2500 Augustine Drive, Suite 100, Santa Clara, CA 95054) — A wholly owned subsidiary of Halcyon Semiconductor AG. Holds certain US patent filings developed at the Santa Clara design center, as well as US-developed application engineering intellectual property, software tools, and design libraries.

4. Halcyon Shanghai Semiconductor Co., Ltd. (Shanghai, PRC) — A wholly foreign-owned enterprise and wholly owned subsidiary of Halcyon Semiconductor AG. Holds a limited number of PRC design patents for localized products developed for the Chinese market, as well as certain software copyrights registered with the National Copyright Administration of China.

5. Halcyon Asia Pacific Pte. Ltd. (Singapore) — Does not directly hold registered intellectual property but employs applications engineers who contribute to the development of customer-specific design solutions. Intellectual property developed by Singapore-based employees is assigned to Halcyon Semiconductor AG pursuant to intercompany intellectual property assignment agreements.

6. Halcyon Automotive Components s.r.o. (Brno, Czech Republic) — A wholly owned subsidiary engaged in automotive power module assembly. Does not hold registered intellectual property, but possesses manufacturing process know-how related to module assembly and testing. F. Key Personnel Consulted In connection with this due diligence review, we conducted interviews and management presentations with the following key Ha

II. PATENT PORTFOLIO A. Overview of Patent Holdings Halcyon's patent portfolio is central to the Company's competitive position in the power semiconductor industry. Based on our review of the Company's IP register (produced as Data Room document HCS-IP-001 through HCS-IP-047) and independent searches conducted in the relevant patent databases, we summarize the patent holdings as follows. Aggregate Patent Holdings. As

III. TRADE SECRETS AND PROPRIETARY KNOW-HOW A. Overview of Trade Secret Program Trade secrets and proprietary know-how represent a critical component of Halcyon's intellectual property portfolio and, in many respects, provide the Company's most important competitive moats. While patents provide time-limited exclusivity for disclosed inventions, Halcyon's trade secrets — which encompass process know-how, recipes, and

1. Formalize Global Trade Secret Policy. We recommend that Halcyon adopt a formalized global trade secret policy that meets the standards of the US Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) and the EU Trade Secrets Directive (EU) 2016/943, as implemented by the German Geschäftsgeheimnisgesetz. The policy should include a clear definition of trade secret information, identification of "reasonable mea

2. Enhance Trade Secret Cataloging for Fab 3. The Fab 3 facility currently under construction in Dresden will incorporate Halcyon's most advanced SiC fabrication process technology. We recommend that Halcyon implement a systematic trade secret identification and cataloging process for Fab 3, including documentation of all proprietary process recipes, equipment configurations, and process control parameters that are t

3. Strengthen PRC Trade Secret Protections. We recommend that Halcyon conduct a comprehensive review of the data and information accessible from the Halcyon Shanghai Semiconductor Co., Ltd. facility, with a view to implementing additional access restrictions and data loss prevention measures. We further recommend that Halcyon engage local PRC counsel to review the current trade secret protection measures at the Shang

4. Update Legacy Contractor Agreements. We recommend that Halcyon review and update all active contractor and consultant agreements to ensure that they contain appropriate nondisclosure, work-for-hire, and intellectual property assignment provisions.

5. Prospectus Risk Factor Disclosure. We recommend that the Form F-1 prospectus include a risk factor addressing the challenges of protecting trade secrets and proprietary know-how, with specific reference to the risks associated with the Company's PRC operations.

IV. TRADEMARK PORTFOLIO A. Overview of Trademark Registrations Halcyon maintains a trademark portfolio that protects the Company's brand identity across key markets. The principal trademarks include: (a) "HALCYON" — word mark, registered in all principal jurisdictions; (b) "HALCYON SEMICONDUCTOR" — word mark, registered in Germany, the EU, the US, the PRC, Japan, and South Korea; (c) Halcyon Corporate Logo Mark — a s

1. EUIPO Opposition No. B 003 XXX 127 (filed August 2022) — Halcyon Semiconductor AG v. Halcyonis GmbH (Munich, Germany). Halcyon successfully opposed the registration of the EU trademark "HALCYONIS" in Class 9 (semiconductor devices) on the grounds of likelihood of confusion with Halcyon's prior "HALCYON" EU trademark registration. The EUIPO Opposition Division ruled in Halcyon's favor in March 2023, and the decisio

2. CNIPA Invalidation Action (filed February 2024) — Halcyon Semiconductor AG v. Shenzhen Harcyon Electronics Co., Ltd. Halcyon initiated an invalidation action against the PRC trademark registration for "HARCYON" in Class 9, filed by a Shenzhen-based entity. The matter remains pending before the CNIPA Trademark Review and Adjudication Board. Based on the strength of Halcyon's prior PRC registrations and the similari

1. We recommend that Halcyon file intent-to-use trademark applications in the United States for any new product line marks anticipated to be launched in connection with or following the IPO, to ensure priority protection in advance of commercial use.

2. We recommend that the Company formalize intra-group trademark license agreements with each subsidiary that uses Halcyon trademarks, including quality control provisions to maintain the validity and enforceability of the registrations.

3. We recommend that the Company consider extending its trademark portfolio to additional jurisdictions where it anticipates significant sales growth (e.g., India, Brazil, and certain Middle Eastern markets) in advance of market entry.

V. IP LICENSING AGREEMENTS A. Inbound Licenses (Halcyon as Licensee) Halcyon is a party to several material inbound patent and technology license agreements under which the Company uses intellectual property owned by third parties. We have reviewed the following material inbound licenses:

1. License Agreement with Cree Aldermere Corporation (n/k/a Glenrock Partners LLC) Licensor: Glenrock Partners LLC (Durham, NC, USA) Technology Covered: SiC substrate and epitaxial processing technology, including certain SiC crystal growth and wafer processing patents Scope: Non-exclusive, worldwide license for the manufacture and sale of SiC power semiconductor devices Term: Ten-year term commencing January 1, 2020

2. License Agreement with Adriatic Holdings Licensor: Adriatic Holdings (Kyoto, Japan) Technology Covered: SiC trench MOSFET gate oxide formation techniques and certain SiC module packaging patents Scope: Non-exclusive license for Germany, the EU, the US, the PRC, Japan, and South Korea Term: Eight-year term commencing April 1, 2021; renewable by mutual agreement Royalty: Lump-sum license fee of ¥[*] paid at executio

3. Technology License Agreement with Fraunhofer Institute for Applied Solid State Physics (IAF) Licensor: Calderon Group, acting through the Fraunhofer Institute for Applied Solid State Physics IAF (Freiburg, Germany) Technology Covered: GaN epitaxial growth techniques on SiC substrates, including certain buffer layer engineering methods Scope: Exclusive license for power electronics applications; worldwide territory