Contract analysis

I. Executive Summary This memorandum summarizes the intellectual property due diligence conducted by Calderwood & Harkness LLP in connection with the proposed acquisition by Solstice Biomedical Devices Ltd. ("Solstice" or the "Buyer") of one hundred percent (100%) of the outstanding common stock and vested options of Meridian Surgical Technologies, Inc. ("Meridian" or the "Company"), a Delaware corporation headquarte

II. U.S. Patent Portfolio A. Overview. Meridian's U.S. patent portfolio consists of fourteen (14) issued utility patents and three (3) pending utility patent applications, all of which are assigned to Meridian Surgical Technologies, Inc. as the sole owner. Our review confirmed that there are no co-ownership or joint inventorship issues that would dilute or complicate Meridian's ownership rights in any of the issued p

III. European Patent Portfolio A. Overview. Meridian holds six (6) issued European patents granted through the European Patent Office ("EPO"). Each patent has been validated in key European markets, specifically Germany, France, the United Kingdom, Italy, and the Netherlands. All six patents are assigned to Meridian Surgical Technologies, Inc. A complete schedule of these patents, including EP numbers, titles, grant

IV. Trademark Portfolio A. Registered U.S. Trademarks Meridian holds three (3) registered U.S. trademarks, each of which is registered with the United States Patent and Trademark Office. A complete schedule of these trademarks, including registration numbers, marks, goods and services designations, and current status, is set forth in Appendix D. "Meridian Surgical" (Standard Character Mark). This trademark is registe

V. Trade Secrets A. Overview. Meridian maintains a trade secret program covering proprietary algorithms, manufacturing processes, and clinical data. The Company has adopted a deliberate strategy of relying on trade secret protection, rather than patent protection, for certain categories of intellectual property where the nature of the technology makes reverse engineering difficult and where the value of maintaining s

VI. Inbound License Agreement — Polytechnic Innovations, Ltd. A. License Summary Meridian is the licensee under a technology license agreement with Polytechnic Innovations, Ltd. ("Polytechnic"), a UK-domiciled private limited company that was originally established as a spinoff from a university research group. The key terms of this license are as follows: Significance to the Transaction. This license is critical to

VII. Outbound Licenses No material outbound licenses of Meridian's intellectual property were identified during our review. Meridian has not granted any exclusive patent licenses, exclusive trademark licenses, or technology transfer agreements to third parties. The sole outbound IP arrangement identified is a limited, non-exclusive trademark license granted to OrthoLink Distribution, LLC ("OrthoLink"), located at 940

VIII. IP-Related Litigation — *Hartwell Orthopedic Solutions, Inc. v. Meridian Surgical Technologies, Inc.* A. Case Summary The sole pending IP-related litigation involving Meridian is the action captioned Hartwell Orthopedic Solutions, Inc. v. Meridian Surgical Technologies, Inc., Civil Action No. 2:23-cv-04817, pending in the United States District Court for the Eastern District of Pennsylvania. The key details of

IX. Freedom-to-Operate Analysis A. Methodology. We conducted patent landscape searches in the United States and Europe in the fields most directly relevant to Meridian's products and the ArthroNav development platform, including robotic-assisted arthroscopy, arthroscopic blade design, powered shaver systems, and cartilage mapping technology. These searches were performed using commercial patent search databases and t

X. IP-Related Contract Provisions in Key Agreements A. Titanium Precision Components, Inc. Supply Agreement Meridian is party to an exclusive supply agreement with Titanium Precision Components, Inc. ("TPC") for the supply of titanium instrument housings used in the manufacture of Meridian's surgical instruments. The key IP-related provisions of this agreement are as follows: • Term and Scope. The agreement has a fiv

XI. UCC and Lien Search Results We conducted Uniform Commercial Code ("UCC") lien searches in Delaware (Meridian's state of incorporation) and Pennsylvania (Meridian's principal place of business and manufacturing location) to identify any security interests, liens, or encumbrances on Meridian's intellectual property assets. The results of these searches are as follows: • Ironclad Commercial Lending, LLC. Ironclad Co

XII. ISO Certification and Quality System IP Considerations Meridian's manufacturing facility, located at 45 Forge Creek Road, Exton, Pennsylvania 19341, holds ISO 13485:2016 certification, which establishes the international standard for quality management systems applicable to the design and manufacture of medical devices. This section was prepared with contributions from Victoria Shen, Counsel, Regulatory & Life S

XIII. Recommendations and Risk Summary A. Summary of IP Strengths Based on our review, Meridian's intellectual property portfolio presents the following material strengths:

1. Robust Patent Portfolio. The portfolio of fourteen (14) issued U.S. patents, six (6) European patents, and three (3) pending U.S. patent applications is well-aligned with Meridian's commercial product lines and the ArthroNav development pipeline. The patents cover the full spectrum of Meridian's technology, from single-use blade design to robotic navigation architecture, and provide meaningful barriers to competit

2. Foundational ArthroNav Patent Protection. The key patent, U.S. Patent No. 11,432,887, provides strong and broadly drafted protection for the ArthroNav platform's core robotic navigation technology. The prosecution history is clean, no post-grant challenges have been filed, and the remaining patent term extends through approximately 2042—well beyond the product's anticipated commercial lifecycle.

3. Well-Maintained Trademark Registrations. The three registered U.S. trademarks—"Meridian Surgical," "ArthroNav," and "PrecisionBlade"—cover Meridian's core brands and product lines. All registrations are active and current, and no third-party oppositions or cancellation proceedings are pending.

4. Adequate Trade Secret Protections. The trade secret protections for the real-time cartilage mapping algorithms, while inherently more vulnerable than patent rights, appear adequate based on the organizational, contractual, and technical safeguards that Meridian has implemented.

5. Favorable Inbound License Terms. The Polytechnic Innovations license provides the necessary background IP for the ArthroNav platform on commercially reasonable terms, including a 2.5% royalty on net sales, exclusive rights in the field of orthopedic arthroscopic surgery, and—critically—no change-of-control provision that would require Polytechnic's consent or otherwise impede the proposed acquisition. B. Summary o

1. Hartwell Litigation. The pending Hartwell v. Meridian patent infringement action presents a moderate risk with estimated potential damages exposure of $2.5 million to $5.0 million. The risk is limited to the powered shaver blade product line and does not extend to the ArthroNav platform or the PrecisionBlade single-use blade products. Meridian's pending motion for summary judgment presents a credible basis for a f

2. Trade Secret Dependency. The decision to maintain the cartilage mapping algorithms as trade secrets rather than patents creates a risk that competitors could independently develop similar or functionally equivalent technologies without infringing any Meridian intellectual property rights. This risk is mitigated by the key employee retention mechanisms in place (including Dr. Subramanian's three-year employment agr

3. ISO Certification Renewal. The ISO 13485 certification expires in April 2025, and a timely renewal is required to avoid disruption to manufacturing operations and the ArthroNav 510(k) submission process. This is a manageable administrative matter but requires prompt attention in the post-closing period.

4. Pending Patent Application Outcomes. The three pending U.S. patent applications may or may not ultimately issue as patents. Non-issuance would not affect Meridian's existing commercial products, which are covered by the fourteen issued U.S. patents, but could limit future competitive protection for ArthroNav platform enhancements and next-generation PrecisionBlade coupling mechanisms. Patent prosecution outcomes a

1. Disclosure Schedule Accuracy. Ensure that the Disclosure Schedules to the SPA accurately and completely reflect the Hartwell litigation, the Ironclad lien and all other IP encumbrances, the Polytechnic inbound license, and the OrthoLink trademark license. Any discrepancies between the diligence record and the Disclosure Schedules should be resolved prior to closing.

2. UCC-3 Termination Filings. Confirm that Ironclad Commercial Lending, LLC files UCC-3 termination statements in Delaware and Pennsylvania at closing (or promptly thereafter) to release all security interests in Meridian's intellectual property. Solstice's counsel should independently verify the filing of these termination statements within a reasonable period following closing.

3. IP Representations and Warranties. The SPA should include comprehensive IP representations and warranties covering, at a minimum: (a) sole ownership of all IP assets by Meridian, free and clear of encumbrances (subject to scheduled exceptions); (b) non-infringement of third-party IP rights (to the knowledge of the Sellers); (c) absence of undisclosed IP encumbrances, licenses, or transfer obligations; (d) validity

4. Post-Closing IP Management. Following closing, Solstice should: (a) Initiate the ISO 13485 certification renewal process promptly to avoid any lapse prior to the April 2025 expiration; (b) Evaluate whether additional trademark registrations are warranted for ArthroNav sub-product names and module designations as commercialization approaches; (c) Continue to monitor the Hartwell litigation proceedings and coordinat

5. Polytechnic License Compliance. Post-closing, Solstice should ensure that royalty tracking and reporting systems are in place for the Polytechnic license in advance of ArthroNav commercial launch. The 2.5% royalty on net sales will become a recurring obligation upon commercialization, and timely and accurate royalty reporting will be essential to maintaining the license in good standing.

6. Tax Treatment Coordination. Confirm that the Section 338(h)(10) election and asset purchase treatment for tax purposes properly accounts for IP valuation and amortization. This analysis should be coordinated with Leonard Cross and the tax advisors at Brindoval & Albright LLP, including Eleanor Voss, to ensure that the IP assets are appropriately valued and that the amortization schedule reflects the useful life of

XIV. Limitations and Qualifications This memorandum is subject to the following limitations and qualifications:

1. Document and Information Sources. This memorandum is based upon the documents and information made available by Meridian and its counsel, Whitmore Crane & Pfeiffer LLP, through the virtual data room established for this transaction, supplemented by public records searches conducted by Calderwood & Harkness LLP. The public records searched include the USPTO Patent Application Information Retrieval ("PAIR") system,