1014-00005 · Optiwave Semiconductor Corp · Engagement & Administrative

engagement-letter-ows-patent-prosecution.docx DOCUMENT IP / Technology

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CALDERWOOD & HARKNESS LLP Attorneys at Law

555 California Street, 42nd Floor San Francisco, California 94104

Telephone: (415) 788-6200 Facsimile: (415) 788-6201 www.calderwoodharkness.com

February 10, 2022

Marcus Whitfield, Esq. General Counsel Optiwave Semiconductor Corp. 4710 Ridgeview Parkway, Suite 300 Santa Clara, CA 95054

Re: Engagement of Calderwood & Harkness LLP for Patent Prosecution Services C&H Matter No. 1014-00005

Dear Mr. Whitfield:

1. Purpose and Formation of Attorney-Client Relationship

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm the engagement by Optiwave Semiconductor Corp. ("OWS" or the "Client"), a Delaware corporation headquartered in Santa Clara, California, of the Firm to provide patent prosecution and related intellectual property legal services as described herein. We greatly appreciate the confidence that you and your team have placed in us, and we look forward to a productive and collaborative working relationship.

This letter (the "Engagement Letter") sets forth the terms and conditions governing the Firm's representation of OWS. This Engagement Letter shall become effective upon countersignature by an authorized representative of the Client. Until such countersignature is received, no attorney-client relationship shall be deemed to exist between C&H and OWS with respect to the matters described herein, notwithstanding any preliminary discussions or exchange of information that may have occurred between the parties.

As we understand, OWS is a fabless semiconductor company specializing in the design, development, and commercialization of high-speed photonic integrated circuit ("PIC") technology for data-center interconnects. OWS's product portfolio includes advanced 800G and 1.6T optical transceivers incorporating proprietary silicon-photonics modulator architectures. The legal services contemplated by this Engagement Letter relate primarily to the protection of OWS's innovations in these technical domains through the prosecution and management of patent applications before the United States Patent and Trademark Office ("USPTO") and, through coordination with foreign associates, before certain foreign patent offices.

2. Scope of Representation

2.1 Patent Prosecution Services

C&H will serve as outside patent counsel to OWS for the prosecution of a family of related U.S. and international patent applications covering OWS's next-generation silicon-photonics modulator architecture and related technologies. The Firm's patent prosecution services under this engagement will encompass the full range of activities necessary to advance OWS's pending and anticipated applications from filing through issuance.

As of the date of this Engagement Letter, the relevant docket currently encompasses twelve (12) pending or anticipated patent applications organized across multiple sub-families, all ultimately claiming priority to U.S. Provisional Application No. 63/297,841, filed January 10, 2022 (the "Priority Application"). The specific applications encompassed by this engagement are further described in Exhibit B attached hereto and incorporated herein by reference.

The scope of patent prosecution services to be rendered by C&H under this engagement includes, without limitation, the following:

(a) Preparation and Filing of Applications. Preparation, review, and filing of non-provisional utility patent applications, continuation applications, continuation-in-part ("CIP") applications, divisional applications, and corresponding Patent Cooperation Treaty ("PCT") international applications before the USPTO and the International Bureau of the World intellectual Property Organization ("WIPO"), as applicable.

(b) Prosecution Before the USPTO. Prosecution of the foregoing applications through the USPTO, including preparation and filing of responses to Office Actions (both non-final and final), Restriction Requirements, Election of Species requirements, Examiner Interviews, Requests for Continued Examination ("RCEs"), Appeals to the Patent Trial and Appeal Board ("PTAB") as necessary in the ordinary course of prosecution, and other related communications with the USPTO.

(c) Claims Drafting and Strategy. Development and refinement of patent claims to maximize the scope of protection available to OWS, consistent with the prior art landscape and OWS's commercial objectives. This includes preparation of independent and dependent claims across multiple claim formats (apparatus, method, system, and computer-readable medium claims, as appropriate).

(d) Inventor Declarations and Assignments. Preparation and coordination of inventor declarations, oaths, and assignment documents as required by the USPTO and applicable regulations.

(e) International Filing Coordination. Coordination with foreign patent associate firms for national-phase and regional-phase entries arising from PCT international applications, and for prosecution of corresponding applications before foreign patent offices, including the European Patent Office ("EPO") and the Japan Patent Office ("JPO"). The Firm's role with respect to foreign prosecution is described in greater detail in Section 2.1 and Section 10 of this Engagement Letter.

(f) Docketing and Deadline Management. Maintenance of internal docketing records for all applications within the engagement scope, including tracking of statutory and regulatory deadlines, and coordination with OWS's third-party IP management service provider, Trident intellectual Property Services, LLC ("Trident IPS"), as described in Section 10.

2.2 Related IP Advisory Services

In addition to the patent prosecution services described in Section 2.1, the Firm will provide the following related intellectual property advisory services as reasonably requested by OWS:

(a) Portfolio Strategy. Advisory services related to the overall prosecution strategy for the pending application family, including recommendations regarding the timing and sequencing of filings, claim differentiation across related applications, and coordination of claim coverage across jurisdictions.

(b) Freedom-to-Operate Analysis. Freedom-to-operate ("FTO") analysis concerning third-party patent rights relevant to OWS's commercial products and pending claims. Such analysis may include review and assessment of competitor patent portfolios, identification of potentially relevant third-party patents, and preparation of written FTO opinions as requested by the Client. OWS acknowledges that FTO opinions involve inherent limitations and uncertainties, and that the Firm's opinions are based on information available at the time of analysis and are not guarantees of non-infringement.

(c) Prior Art Search Coordination and Analysis. Coordination with prior art search firms and database providers to identify prior art relevant to OWS's pending and contemplated applications. The Firm will analyze the results of such searches and advise OWS regarding their implications for claim scope, patentability, and prosecution strategy.

(d) Claim Differentiation Strategy. Development of claim differentiation strategies in relation to identified prior art, including assessment of prior art references disclosed by the USPTO or identified through independent search efforts, and preparation of arguments, amendments, and declarations to distinguish OWS's claims from the prior art.

2.3 Exclusions and Limitations

The scope of this engagement is limited to the patent prosecution and related IP advisory services described in Sections 2.1 and 2.2 above. For the avoidance of doubt, the following matters are expressly excluded from the scope of this engagement unless separately agreed in writing by the Firm and the Client:

(a) Patent Litigation and Post-Grant Proceedings. This engagement does not extend to patent infringement litigation, declaratory judgment actions, proceedings under Section 337 of the Tariff Act of 1930 before the U.S. International Trade Commission, inter partes review ("IPR") proceedings, post-grant review ("PGR") proceedings, ex parte reexamination proceedings, or any other contested proceedings before the Patent Trial and Appeal Board or any court, unless separately agreed in a supplemental engagement letter executed by both parties.

(b) Non-Patent intellectual Property Matters. This engagement does not extend to trademark registration or prosecution, copyright registration or enforcement, trade-secret counseling or litigation, or any other intellectual property matters outside the scope of patent prosecution and the related advisory services described herein, unless separately agreed in writing.

(c) Maintenance Fee Payments. This engagement does not cover the payment of maintenance fees (also known as annuity payments) for issued patents. OWS has represented to the Firm that it manages maintenance fee payments through its third-party IP management service provider, Trident IPS, under the oversight of OWS's in-house IP Manager, Sandra Koh. C&H shall have no responsibility for monitoring or ensuring payment of maintenance fees for any patent that may issue from the applications within this engagement, and OWS shall hold the Firm harmless for any loss of patent rights resulting from failure to pay maintenance fees.

(d) Other Legal Matters. This engagement is limited to intellectual property matters and does not include corporate, securities, regulatory, tax, employment, real estate, or any other legal matters outside the intellectual property domain. Any request for legal services beyond the scope of this Engagement Letter will require a separate engagement agreement.

3. Engagement Team

The Firm has assembled a team of experienced patent professionals with deep technical expertise in semiconductor devices, photonics, and integrated circuit fabrication technologies. The members of the engagement team assigned to this matter are identified below.

3.1 Responsible Partner

Catherine Bloom, Partner, intellectual Property Group, will serve as the Responsible Partner for this engagement. Ms. Bloom is a registered USPTO Patent Attorney (Registration No. 58,412) with twenty-two (22) years of experience in semiconductor and photonics patent prosecution. Ms. Bloom holds a Ph.D. in Electrical Engineering from Stanford University and a J.D. from the University of California, Berkeley School of Law. She has prosecuted patent portfolios for numerous leading semiconductor and optical communications companies and brings extensive technical knowledge of silicon-photonics modulator architectures, high-speed optical transceiver design, and advanced fabrication processes.

As Responsible Partner, Ms. Bloom will have overall supervisory responsibility for all work performed on this engagement. She will serve as the primary point of contact for the Client on strategic prosecution matters and will review and approve all substantive filings prior to submission to the USPTO or foreign patent offices.

3.2 Billing Partner

Alan Ngo, Partner, intellectual Property Group, will serve as the Billing Partner for this engagement. Mr. Ngo is a registered USPTO Patent Attorney (Registration No. 61,877) with extensive experience in intellectual property portfolio management and client-relationship administration. Mr. Ngo will manage the financial aspects of the engagement, including invoicing, fee arrangements, billing inquiries, and budget monitoring. All billing-related questions or concerns should be directed to Mr. Ngo in the first instance.

3.3 Lead Associate

Christy Bauer, Associate, intellectual Property Group, will serve as the Lead Associate for this engagement. Ms. Bauer is a registered USPTO Patent Attorney (Registration No. 74,329) with a background in electrical engineering and semiconductor device physics. Ms. Bauer will serve as the primary drafter for patent applications and Office Action responses across the OWS application family. She will work under the direct supervision of Ms. Bloom and will be the primary day-to-day contact for technical and prosecution-related inquiries.

3.4 Working Associate

Peter Vassiliev, Associate, intellectual Property Group, will serve as a Working Associate on this engagement. Mr. Vassiliev is a registered USPTO Patent Attorney (Registration No. 79,514) with experience in international patent prosecution and portfolio management. Mr. Vassiliev will handle international filings, PCT applications, and coordination with foreign associate firms, including preparation of instructions for national-phase and regional-phase entries before the EPO and JPO. Mr. Vassiliev will work under the supervision of Ms. Bloom and will coordinate closely with Ms. Bauer on matters involving both U.S. and international prosecution strategy.

3.5 Staffing Flexibility

C&H reserves the right to assign additional attorneys, registered patent agents, technical specialists, paralegals, or other support personnel to this engagement as reasonably necessary to provide timely and effective legal services. All such personnel will be subject to the rate schedule set forth in Section 6 and Exhibit A of this Engagement Letter. The Firm will notify the Client of any material staffing changes, including the addition of new attorneys to the engagement team or the departure of existing team members from the Firm.

4. Prior Counsel Transition

The Firm understands that OWS was previously represented by Kessler & Morin LLP ("K&M"), a Virginia limited liability partnership located at 1750 Tysons Boulevard, Suite 800, McLean, Virginia 22102, for patent prosecution matters from approximately 2017 through 2021. K&M, under the direction of its founding partner, Dr. Helen Kessler, prosecuted OWS's portfolio of thirty-one (31) issued U.S. utility patents covering various aspects of OWS's photonic integrated circuit technology. Additionally, K&M prepared and filed the Priority Application, U.S. Provisional Application No. 63/297,841, on January 10, 2022, prior to the transition of the attorney-client relationship from K&M to C&H.

The Firm further understands that certain continuation applications and continuation-in-part applications within the current docket may claim priority to, or incorporate subject matter from, parent applications that were originally drafted and prosecuted by K&M. Accordingly, a smooth and complete transition of the relevant prosecution files and related materials is essential to the Firm's ability to assume prosecution responsibilities seamlessly and without interruption to OWS's patent prosecution timeline.

OWS agrees to facilitate the transfer of all relevant prosecution files, inventor declarations, assignment records, power-of-attorney documents, correspondence with the USPTO, prior art references, invention disclosure records, and other materials from K&M as necessary to enable C&H to assume prosecution responsibilities. OWS further agrees to execute and deliver any change-of-correspondence-address forms, revocations of prior powers of attorney, and new powers of attorney necessary to effectuate the transition of representation before the USPTO.

The Firm expressly disclaims and assumes no responsibility for any work performed by K&M prior to the effective date of this engagement, including but not limited to the content of the Priority Application or any parent applications drafted by K&M, the accuracy of any representations made to the USPTO by K&M, or the completeness of any prior art disclosures submitted by K&M. The Firm will, however, review the prosecution history of the Priority Application and any relevant parent applications to the extent reasonably necessary to provide competent representation in connection with the pending and anticipated applications within the scope of this engagement.

5. Client Contacts

To ensure efficient communication and clear authorization protocols, the parties have designated the following individuals as primary contacts for the purposes of this engagement:

Primary Client Contact for Day-to-Day Prosecution Matters:

Sandra Koh IP Manager / In-House Patent Counsel Optiwave Semiconductor Corp. 4710 Ridgeview Parkway, Suite 300 Santa Clara, CA 95054 Telephone: (408) 555-2340

Email: s.koh@optiwavesemi.com

Ms. Koh will serve as the primary point of contact for all day-to-day prosecution matters, including technical questions, prosecution strategy discussions, docketing coordination, and communications regarding pending deadlines. Ms. Koh is authorized to provide instructions to the Firm on routine prosecution matters, including approval of draft applications and Office Action responses, election of species, and similar prosecution decisions.

Authorization Contact for Engagement Scope, Budget, and Strategic Decisions:

Marcus Whitfield, Esq. General Counsel Optiwave Semiconductor Corp. 4710 Ridgeview Parkway, Suite 300 Santa Clara, CA 95054 Telephone: (408) 555-2300

Email: m.whitfield@optiwavesemi.com

Mr. Whitfield will serve as the authorization contact for matters involving the scope of the engagement, budget approvals, strategic prosecution decisions (including decisions to abandon or continue prosecution of specific applications), and any modifications to the terms of this Engagement Letter.

Named Inventors for Technical Consultation:

The Firm may, from time to time, need to consult directly with the named inventors on the applications within this engagement for the purpose of obtaining technical information, clarifying invention disclosures, conducting inventor interviews in preparation for USPTO Examiner Interviews, and executing inventor declarations and other documents. The following individuals have been identified as named inventors who may be contacted for such purposes:

• Dr. Rajan Menon, Chief Executive Officer

• Dr. Lena Strickland, Vice President of Engineering

• Dr. Feng-Yi Chen, Principal Engineer

• Dr. Arjun Dasgupta, Senior Design Engineer

All contacts with named inventors will be coordinated through Ms. Koh unless the parties agree to an alternative arrangement.

6. Fee Arrangements

6.1 Standard Hourly Rates

Professional services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the professionals performing such services. The Firm's current standard hourly rates for the categories of professionals assigned to this engagement are as follows:

These standard rates reflect the rates in effect as of January 1, 2022. Standard rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Firm will provide at least thirty (30) days' prior written notice to the Client of any rate adjustment. Absent objection by the Client within such notice period, the adjusted rates will become effective as of the date specified in the Firm's notice.

6.2 Volume discount

In recognition of the anticipated volume and duration of this engagement, and as an expression of the Firm's commitment to a long-term relationship with OWS, the Firm will apply a ten percent (10%) volume discount to all standard hourly rates billed to OWS for professional services rendered under this engagement. The resulting effective discounted rates are as follows:

The volume discount set forth in this Section 6.2 is contingent upon the engagement remaining active and in good standing throughout the period of the Firm's representation. The Firm reserves the right to revoke the volume discount upon sixty (60) days' prior written notice to the Client in the event of (i) material non-payment of invoices, defined as any outstanding balance that remains unpaid for more than sixty (60) days past the invoice due date, or (ii) a significant reduction in the scope of the engagement such that the anticipated volume of work no longer justifies the discounted rate structure.

A detailed rate schedule listing the individual rates for each team member assigned to this engagement is set forth in Exhibit A attached hereto and incorporated herein by reference.

6.3 Government and Official Fees

All USPTO filing fees, extension-of-time fees, petition fees, issue fees, publication fees, and other official government fees incurred in connection with the prosecution of OWS's applications will be advanced by the Firm on the Client's behalf and invoiced to the Client as disbursements at cost, without markup. The Firm will apply for small-entity or micro-entity status on OWS's behalf where applicable and where the Client qualifies for such status under the applicable USPTO rules. OWS represents that it currently qualifies as a small entity under 37 C.F.R. § 1.27, and the Firm will rely upon this representation in calculating applicable USPTO fees unless and until OWS notifies the Firm of a change in its entity status.

Foreign patent office fees, including fees charged by the EPO, JPO, and other national patent offices in connection with national-phase and regional-phase filings, will be invoiced either directly by the Firm (where such fees are advanced by the Firm) or through the applicable foreign associate firm, as described in Section 6.4 below.

6.4 Foreign Associate Fees

Work performed by foreign patent associate firms retained in connection with this engagement will be billed at the standard rates of such firms. The foreign associate firms currently designated for this engagement are as follows:

(a) Nakashima & Togawa Patent Professional Corporation (Tokyo, Japan) — designated for JPO filings and prosecution of Japanese national-phase applications. Nakashima & Togawa will bill for their services at their standard rates, which are denominated in Japanese yen and converted to U.S. dollars at the prevailing exchange rate at the time of invoicing.

(b) Breitenfeld & Vogt Patentanwälte PartGmbB (Munich, Germany) — designated for EPO filings and prosecution of European regional-phase applications. Breitenfeld & Vogt will bill for their services at their standard rates, which are denominated in euros and converted to U.S. dollars at the prevailing exchange rate at the time of invoicing.

At the Client's election, foreign associate fees may be invoiced (i) directly to OWS by the foreign associate firm, or (ii) through C&H as a pass-through disbursement on the Firm's monthly invoices. OWS should advise the Firm of its preference at or prior to the first international filing. In the absence of such instruction, the Firm will default to passing through foreign associate fees on the Firm's monthly invoices.

C&H will coordinate with foreign associates as necessary to ensure consistent prosecution strategy across jurisdictions, but the Firm is not responsible for the fees, work quality, timeliness, or legal opinions of foreign counsel. The Firm's engagement of foreign associates is made on behalf of and for the account of the Client, and the attorney-client relationship with respect to foreign prosecution matters exists between OWS and the applicable foreign associate firm.

6.5 Expenses and Disbursements

The Client will reimburse the Firm for reasonable out-of-pocket expenses incurred in connection with the engagement. Such expenses may include, without limitation:

• Database search fees (e.g., Pemberton Data Systems, Marlowe Solutions, and similar patent search platforms);

• Patent drawing preparation costs charged by third-party patent illustrators;

• Courier and overnight delivery charges;

• Long-distance telephone and videoconference charges, if any;

• Travel expenses (including airfare, ground transportation, lodging, and meals), provided that any travel expenses in excess of $500 per trip must be pre-approved by the Client;

• Costs of obtaining certified copies of patent documents, prosecution file histories, and other official records;

• Translation fees for foreign-language prior art references and patent documents; and

• Photocopying and printing charges for voluminous prosecution documents.

All expenses will be invoiced at cost, without markup, and will be included as line items on the Firm's monthly invoices.

7. Billing and Payment Terms

7.1 Invoicing Schedule

C&H will issue monthly invoices for professional services rendered and disbursements incurred during the preceding calendar month. Invoices will be prepared in reasonable detail, including descriptions of the work performed, the identity of the professional performing such work, the time expended, the applicable hourly rate, and an itemization of disbursements. Each invoice will reference C&H Matter No. 1014-00005.

Invoices will be directed to:

Optiwave Semiconductor Corp.

Attn: Sandra Koh, IP Manager

4710 Ridgeview Parkway, Suite 300 Santa Clara, CA 95054

A copy of each invoice will also be directed to:

Daniel Everhart, Chief Financial Officer Optiwave Semiconductor Corp. 4710 Ridgeview Parkway, Suite 300 Santa Clara, CA 95054

for payment processing purposes. The Client may designate an alternative invoicing address or electronic billing platform by written notice to the Firm's Billing Partner, Alan Ngo.

7.2 Payment Terms

Payment of all invoices is due within thirty (30) days of the date of the invoice (the "Due Date"). Invoices that remain unpaid after the Due Date will accrue interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum) on the outstanding balance, calculated from the Due Date until the date of receipt of payment. The Firm reserves the right to suspend work on this engagement in the event of material non-payment, subject to the Firm's obligations under applicable rules of professional conduct to protect the Client's interests during any period of suspension.

7.3 Retainer. No retainer or advance deposit is required at this time. The Firm reserves the right to request a retainer or advance deposit in the event of (i) significant past-due balances, (ii) extraordinary anticipated disbursements (including, for example, large foreign filing fees in connection with multiple simultaneous national-phase entries), or (iii) other circumstances that, in the Firm's reasonable judgment, warrant an advance deposit to ensure that the Client's interests are adequately protected. Any retainer so deposited will be applied against the final invoice(s) of the engagement, and any unused portion will be refunded to the Client promptly upon conclusion of the matter.

8. Conflict of Interest Disclosure and Waiver

8.1 Conflict Check

The Firm has conducted a comprehensive conflicts check in accordance with its internal conflicts-clearance procedures and the California Rules of Professional Conduct, including Rule 1.7 (Conflict of Interest: Current Clients) and Rule 1.9 (Duties to Former Clients). This review was completed on February 7, 2022, and the results are documented in a separate internal Conflict Check Memorandum (C&H Conflicts File No. CC-2022-0341) dated February 7, 2022, which is maintained in the Firm's confidential conflicts files.

8.2 Identified Potential Conflicts

Based on the Firm's conflicts review, the following disclosures are made for the Client's information and consideration:

(a) Pinnacle Optics, Inc. The Firm does not currently represent Pinnacle Optics, Inc. ("Pinnacle"), a Delaware corporation headquartered at 7200 Gateway Boulevard, Newark, California 94560. OWS has identified Pinnacle as a primary competitor in the silicon-photonics modulator space. The Firm confirms that it has no current engagement with Pinnacle and has not previously represented Pinnacle on any matter. The Firm understands that Pinnacle is represented by Cavanaugh Holt & Sayer LLP in patent prosecution matters. Accordingly, the Firm does not believe that any conflict of interest exists with respect to Pinnacle.

(b) Other Semiconductor-Industry Clients. The Firm currently represents certain other entities in the semiconductor industry on matters unrelated to silicon-photonics modulator technology. These representations involve different technical subject matter, different product categories, and different competitive markets, and do not, in the Firm's assessment, create a material conflict of interest with the OWS engagement. The Firm is not at liberty to disclose the identities of these clients without their consent, but the Firm confirms that none of these representations involve the prosecution of patents claiming silicon-photonics modulator architectures, high-speed optical transceiver technology, or any other technology that is directly competitive with OWS's products within the scope of this engagement.

Should a conflict of interest arise during the course of this engagement, including as a result of the Firm's acceptance of a new client or matter, the Firm will promptly notify the Client and seek appropriate informed written consent or take other steps as required by the California Rules of Professional Conduct, including, if necessary, withdrawal from one or more conflicting engagements.

8.3 Waiver. By countersigning this Engagement Letter, the Client acknowledges the potential conflict disclosures set forth in Section 8.2 above and consents to the Firm's continued representation of other semiconductor-industry clients on matters that are not substantially related to OWS's silicon-photonics patent prosecution docket, provided that such representations do not create a direct adversity to OWS. This consent is given with the understanding that the Firm will implement appropriate ethical screens and information barriers as necessary to protect the confidentiality of OWS's proprietary information. This waiver does not extend to any future representation that would involve direct adversity to OWS or that is substantially related to the subject matter of this engagement, which would require separate informed written consent from OWS.

9. Confidentiality and Privilege

All communications between C&H and OWS, and between C&H and OWS's employees, agents, and representatives, in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent permitted by applicable law. The parties will take reasonable steps to preserve the privileged and confidential nature of such communications, including marking written communications as "Attorney-Client Privileged" or "Attorney Work Product" as appropriate.

C&H will maintain the confidentiality of all information received from OWS in connection with this engagement in accordance with the Firm's professional obligations under the California Rules of Professional Conduct, Rule 1.6 (Confidential Information of a Client). The Firm will not disclose such information to any third party without the Client's informed written consent, except as required by court order, subpoena, or applicable ethical obligations, or as necessary to carry out the purposes of this engagement (for example, disclosure of technical information to the USPTO in patent applications, or disclosure to foreign associates for the purpose of international prosecution).

OWS's proprietary technical information, including invention disclosures, unpublished patent application specifications, engineering notebooks, test data, process parameters, design files, and trade-secret details of the silicon-photonics modulator architecture, will be treated as strictly confidential by the Firm and will be accessible only to those attorneys, patent agents, and staff members who have a need to access such information in connection with this engagement. The Firm will store all electronic files related to this engagement on secure, access-controlled servers in accordance with the Firm's information-security policies, and will maintain physical documents in locked file storage accessible only to authorized personnel.

10. Third-Party Coordination

The Firm will coordinate as necessary with the following third-party service providers retained by OWS in connection with the management and prosecution of OWS's patent portfolio:

(a) Trident intellectual Property Services, LLC ("Trident IPS")

Address: 1200 McKinney Street, Suite 1400, Houston, TX 77010

Account Manager: Lisa Cheng Services: Patent annuity payments and maintenance fee management; docketing support; PCT national-phase deadline management; and foreign associate coordination.

(b) Nakashima & Togawa Patent Professional Corporation

Address: Marunouchi Park Building, 20th Floor, 2-6-1 Marunouchi, Chiyoda-ku, Tokyo 100-6920, Japan

Lead Attorney: Kenji Nakashima Services: Japanese national-phase prosecution before the JPO, including preparation and filing of Japanese patent applications, Office Action responses, and related prosecution activities.

Address: Leopoldstrasse 4, 80802 Munich, Germany

Lead Attorney: Dr. Matthias Vogt Services: European regional-phase prosecution before the EPO, including preparation and filing of European patent applications, responses to Communications from the Examining Division, and related prosecution activities.

The Firm's coordination with such third-party service providers is undertaken for the convenience and benefit of the Client and does not create an attorney-client relationship between C&H and any third-party service provider. C&H does not supervise, control, or assume responsibility for the work of Trident IPS, Nakashima & Togawa, Breitenfeld & Vogt, or any other third-party service provider, and the Client's engagements with such third parties are separate and independent from the Client's engagement with C&H.

11. Client Obligations

The effectiveness of the Firm's representation depends in significant measure upon the timely cooperation and participation of the Client. Accordingly, OWS agrees to the following obligations in connection with this engagement:

(a) Cooperation and Information. OWS agrees to cooperate fully with C&H and to provide timely access to technical information, inventor availability, prior art known to OWS, commercial product information, competitive intelligence, and other relevant business information necessary to enable the Firm to prosecute the application family effectively and in accordance with OWS's strategic objectives.

(b) Timely Responses. OWS agrees to respond promptly to requests for information, instructions, and decisions regarding claim strategy, prosecution elections, filing decisions, and other matters requiring the Client's input or authorization. OWS understands that delays in providing instructions may result in the need to request extensions of time from the USPTO or foreign patent offices, which may incur additional government fees and professional fees.

(c) Awareness of Deadlines. OWS acknowledges that patent prosecution is subject to strict statutory and regulatory deadlines imposed by the USPTO and foreign patent offices, and that many such deadlines are absolute and non-extendable. Failure to provide timely instructions or authorization may result in the irrevocable loss of patent rights that cannot be recovered. While the Firm will use reasonable efforts to notify the Client of approaching deadlines and to obtain necessary instructions in advance, the ultimate responsibility for ensuring that timely instructions are provided rests with the Client.

(d) Current Contact Information. OWS agrees to maintain current contact information with the Firm and to promptly notify C&H of any changes in personnel, mailing address, email address, telephone number, or authorization structure that could affect the Firm's ability to communicate with the Client and obtain timely instructions. OWS further agrees to promptly notify the Firm of any change in its entity status (e.g., from small entity to large entity) that could affect the calculation of applicable USPTO fees.

12. Termination of Engagement

12.1 Termination by Client

OWS may terminate this engagement at any time and for any reason by providing written notice to C&H, directed to the Responsible Partner, Catherine Bloom. Upon termination, the Client will remain responsible for payment of all professional fees and disbursements incurred through the effective date of termination, including any fees and costs incurred in connection with the orderly transition of the matter to successor counsel. The Firm will promptly deliver to the Client, or to successor counsel designated by the Client, all files, documents, and work product in the Firm's possession relating to the engagement, subject to the Firm's right to retain copies for its records and to assert any applicable lien for unpaid fees.

12.2 Termination by Firm

C&H may withdraw from this engagement for good cause, subject to applicable rules of professional conduct and any required approval of a tribunal before which matters are pending. Good cause for withdrawal includes, but is not limited to:

(a) Material non-payment of invoices, where outstanding balances remain unpaid for more than sixty (60) days past the invoice due date despite written notice to the Client;

(b) The Client's failure to cooperate with the Firm or to provide necessary instructions, information, or authorization within reasonable time frames;

(d) The Client's insistence upon a course of action that the Firm reasonably believes to be illegal, unethical, or inconsistent with the Firm's professional obligations; or

(e) Any other circumstance that constitutes good cause for withdrawal as contemplated by the California Rules of Professional Conduct.

In the event of withdrawal, C&H will provide reasonable advance notice to the Client and will take all steps reasonably necessary to protect the Client's interests during the transition period, including notification of pending deadlines, preparation of a transition memorandum, and facilitation of the transfer of files and materials to successor counsel.

12.3 Preservation of Deadline Notices Upon Termination

Regardless of the circumstances of termination — whether initiated by the Client or by the Firm — C&H will provide OWS with a comprehensive written list of all known pending statutory, regulatory, and contractual deadlines as of the date of termination, including but not limited to USPTO response deadlines, PCT national-phase entry deadlines, foreign patent office deadlines, and any other time-sensitive obligations relating to the applications within the scope of this engagement. This list is provided to enable OWS or its successor counsel to protect the Client's patent rights during and after the transition. The Firm shall have no ongoing obligation to monitor or enforce such deadlines after the effective date of termination.

13. Document Retention

Upon conclusion of the engagement, the Firm will retain engagement files — including both paper and electronic files — in accordance with its standard document-retention policies. Under the Firm's current policies, engagement files are retained for a minimum of seven (7) years from the date of matter closure. Following the expiration of this retention period, files may be destroyed or disposed of without further notice to the Client, unless the Client has requested the return of original documents prior to the expiration of the retention period.

The Client may request the return of original documents at any time during or after the engagement, subject to the Firm's right to retain copies for its records and for compliance with applicable legal, regulatory, and ethical requirements. The Firm encourages the Client to request the return of any original documents, inventor declarations, assignment records, or other materials of independent legal significance at or before the conclusion of the engagement.

14. Governing Law and Dispute Resolution

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. All questions regarding the Firm's professional obligations to the Client shall be governed by the California Rules of Professional Conduct as adopted by the State Bar of California.

In the event of any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Firm's representation of the Client, or the fees charged in connection with this engagement, the parties agree to submit such dispute to binding arbitration in San Francisco, California, administered under the rules of JAMS (Judicial Arbitration and Mediation Services, Inc.), unless the parties mutually agree in writing to an alternative dispute-resolution mechanism. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award, including attorneys' fees and costs. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Nothing in this Section 14 shall preclude either party from seeking temporary or preliminary injunctive relief from a court of competent jurisdiction to preserve the status quo pending arbitration.

15. Entire Agreement; Amendments

This Engagement Letter constitutes the entire agreement between C&H and OWS with respect to the subject matter hereof, and supersedes all prior and contemporaneous discussions, proposals, negotiations, understandings, representations, and agreements, whether oral or written, between the parties relating to the Firm's engagement to provide patent prosecution services to the Client.

This Engagement Letter may be amended, modified, or supplemented only by a written instrument executed by both parties. The parties acknowledge that it may become necessary or desirable to expand the scope of this engagement to include additional patent applications, additional jurisdictions, or additional categories of legal services. Any such expansion of scope will be documented in an engagement scope amendment letter referencing this Engagement Letter and C&H Matter No. 1014-00005, executed by both parties. The terms and conditions of this Engagement Letter shall apply to any such expanded scope unless expressly modified in the applicable amendment letter.

16. Acceptance and Countersignature

If the terms of this Engagement Letter are acceptable to OWS, please confirm your agreement by signing and returning one executed copy of this letter to Calderwood & Harkness LLP, attention Catherine Bloom, at the address set forth above. The engagement shall be deemed effective as of the date of countersignature by an authorized representative of OWS.

We are enthusiastic about the opportunity to work with Optiwave Semiconductor Corp. and its talented engineering team to protect and advance OWS's intellectual property position in the rapidly growing silicon-photonics market. Please do not hesitate to contact me or any member of the engagement team if you have questions regarding the terms of this letter or if you wish to discuss any aspect of the proposed engagement.

We look forward to your prompt response and to commencing work on this important matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Catherine Bloom

Title: Partner, intellectual Property Group

Date: February 10, 2022

cc: Alan Ngo, Billing Partner, Calderwood & Harkness LLP

AGREED AND ACCEPTED:

OPTIWAVE SEMICONDUCTOR CORP.

By: ________

Name: Marcus Whitfield

Title: General Counsel

Date: ________

*(Please countersign and return one copy to Calderwood & Harkness LLP,

Attn: Catherine Bloom, 555 California Street, 42nd Floor,

San Francisco, CA 94104)*

EXHIBIT A

Engagement Team Rate Schedule C&H Matter No. 1014-00005

The following table sets forth the hourly rates for the professionals currently assigned to the Optiwave Semiconductor Corp. patent prosecution engagement, reflecting the 10% volume discount described in Section 6.2 of the Engagement Letter:

Notes:

1. The rates set forth above are effective as of January 1, 2022, and are subject to annual adjustment as described in Section 6.1 of the Engagement Letter.

2. The 10% volume discount is subject to the conditions described in Section 6.2 of the Engagement Letter.

3. In the event that additional attorneys, patent agents, or technical specialists are assigned to this engagement pursuant to Section 3.5 of the Engagement Letter, their standard hourly rates will be communicated to the Client and will be subject to the same 10% volume discount.

4. Paralegal and patent specialist time, if applicable, will be billed at the Firm's standard rates for such personnel, currently ranging from $225.00 to $295.00 per hour (before application of the volume discount).

EXHIBIT B

Initial Docket of Pending and Anticipated Applications C&H Matter No. 1014-00005

Priority Application:

All applications within this engagement are part of a patent family claiming priority, directly or indirectly, to the following provisional application:

U.S. Provisional Application No. 63/297,841

Title: "High-Bandwidth Silicon-Photonics Mach-Zehnder Modulator with Segmented Traveling-Wave Electrode Architecture"

Filing Date: January 10, 2022 Filed by: Kessler & Morin LLP (prior counsel) Named Inventors: Dr. Rajan Menon, Dr. Lena Strickland, Dr. Feng-Yi Chen, Dr. Arjun Dasgupta

Application Sub-Families:

CALDERWOOD & HARKNESS LLP Attorneys at Law
555 California Street, 42nd Floor San Francisco, California 94104
Telephone: (415) 788-6200 Facsimile: (415) 788-6201 www.calderwoodharkness.com
February 10, 2022
Marcus Whitfield, Esq. General Counsel Optiwave Semiconductor Corp. 4710 Ridgeview Parkway, Suite 300 Santa Clara, CA 95054
Re: Engagement of Calderwood & Harkness LLP for Patent Prosecution Services C&H Matter No. 1014-00005
Dear Mr. Whitfield:
1. Purpose and Formation of Attorney-Client Relationship
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm the engagement by Optiwave Semiconductor Corp. ("OWS" or the "Client"), a Delaware corporation headquartered in Santa Clara, California, of the Firm to provide patent prosecution and related intellectual property legal services as described herein. We greatly appreciate the confidence that you and your team have placed in us, and we look forward to a productive and collaborative working relationship.
This letter (the "Engagement Letter") sets forth the terms and conditions governing the Firm's representation of OWS. This Engagement Letter shall become effective upon countersignature by an authorized representative of the Client. Until such countersignature is received, no attorney-client relationship shall be deemed to exist between C&H and OWS with respect to the matters described herein, notwithstanding any preliminary discussions or exchange of information that may have occurred between the parties.
As we understand, OWS is a fabless semiconductor company specializing in the design, development, and commercialization of high-speed photonic integrated circuit ("PIC") technology for data-center interconnects. OWS's product portfolio includes advanced 800G and 1.6T optical transceivers incorporating proprietary silicon-photonics modulator architectures. The legal services contemplated by this Engagement Letter relate primarily to the protection of OWS's innovations in these technical domains through the prosecution and management of patent applications before the United States Patent and Trademark Office ("USPTO") and, through coordination with foreign associates, before certain foreign patent offices.
2. Scope of Representation
2.1 Patent Prosecution Services
C&H will serve as outside patent counsel to OWS for the prosecution of a family of related U.S. and international patent applications covering OWS's next-generation silicon-photonics modulator architecture and related technologies. The Firm's patent prosecution services under this engagement will encompass the full range of activities necessary to advance OWS's pending and anticipated applications from filing through issuance.
As of the date of this Engagement Letter, the relevant docket currently encompasses twelve (12) pending or anticipated patent applications organized across multiple sub-families, all ultimately claiming priority to U.S. Provisional Application No. 63/297,841, filed January 10, 2022 (the "Priority Application"). The specific applications encompassed by this engagement are further described in Exhibit B attached hereto and incorporated herein by reference.
The scope of patent prosecution services to be rendered by C&H under this engagement includes, without limitation, the following:
(a) Preparation and Filing of Applications. Preparation, review, and filing of non-provisional utility patent applications, continuation applications, continuation-in-part ("CIP") applications, divisional applications, and corresponding Patent Cooperation Treaty ("PCT") international applications before the USPTO and the International Bureau of the World intellectual Property Organization ("WIPO"), as applicable.
(b) Prosecution Before the USPTO. Prosecution of the foregoing applications through the USPTO, including preparation and filing of responses to Office Actions (both non-final and final), Restriction Requirements, Election of Species requirements, Examiner Interviews, Requests for Continued Examination ("RCEs"), Appeals to the Patent Trial and Appeal Board ("PTAB") as necessary in the ordinary course of prosecution, and other related communications with the USPTO.
(c) Claims Drafting and Strategy. Development and refinement of patent claims to maximize the scope of protection available to OWS, consistent with the prior art landscape and OWS's commercial objectives. This includes preparation of independent and dependent claims across multiple claim formats (apparatus, method, system, and computer-readable medium claims, as appropriate).
(d) Inventor Declarations and Assignments. Preparation and coordination of inventor declarations, oaths, and assignment documents as required by the USPTO and applicable regulations.
(e) International Filing Coordination. Coordination with foreign patent associate firms for national-phase and regional-phase entries arising from PCT international applications, and for prosecution of corresponding applications before foreign patent offices, including the European Patent Office ("EPO") and the Japan Patent Office ("JPO"). The Firm's role with respect to foreign prosecution is described in greater detail in Section 2.1 and Section 10 of this Engagement Letter.
(f) Docketing and Deadline Management. Maintenance of internal docketing records for all applications within the engagement scope, including tracking of statutory and regulatory deadlines, and coordination with OWS's third-party IP management service provider, Trident intellectual Property Services, LLC ("Trident IPS"), as described in Section 10.
2.2 Related IP Advisory Services
In addition to the patent prosecution services described in Section 2.1, the Firm will provide the following related intellectual property advisory services as reasonably requested by OWS:
(a) Portfolio Strategy. Advisory services related to the overall prosecution strategy for the pending application family, including recommendations regarding the timing and sequencing of filings, claim differentiation across related applications, and coordination of claim coverage across jurisdictions.
(b) Freedom-to-Operate Analysis. Freedom-to-operate ("FTO") analysis concerning third-party patent rights relevant to OWS's commercial products and pending claims. Such analysis may include review and assessment of competitor patent portfolios, identification of potentially relevant third-party patents, and preparation of written FTO opinions as requested by the Client. OWS acknowledges that FTO opinions involve inherent limitations and uncertainties, and that the Firm's opinions are based on information available at the time of analysis and are not guarantees of non-infringement.
(c) Prior Art Search Coordination and Analysis. Coordination with prior art search firms and database providers to identify prior art relevant to OWS's pending and contemplated applications. The Firm will analyze the results of such searches and advise OWS regarding their implications for claim scope, patentability, and prosecution strategy.
(d) Claim Differentiation Strategy. Development of claim differentiation strategies in relation to identified prior art, including assessment of prior art references disclosed by the USPTO or identified through independent search efforts, and preparation of arguments, amendments, and declarations to distinguish OWS's claims from the prior art.
2.3 Exclusions and Limitations
The scope of this engagement is limited to the patent prosecution and related IP advisory services described in Sections 2.1 and 2.2 above. For the avoidance of doubt, the following matters are expressly excluded from the scope of this engagement unless separately agreed in writing by the Firm and the Client:
(a) Patent Litigation and Post-Grant Proceedings. This engagement does not extend to patent infringement litigation, declaratory judgment actions, proceedings under Section 337 of the Tariff Act of 1930 before the U.S. International Trade Commission, inter partes review ("IPR") proceedings, post-grant review ("PGR") proceedings, ex parte reexamination proceedings, or any other contested proceedings before the Patent Trial and Appeal Board or any court, unless separately agreed in a supplemental engagement letter executed by both parties.
(b) Non-Patent intellectual Property Matters. This engagement does not extend to trademark registration or prosecution, copyright registration or enforcement, trade-secret counseling or litigation, or any other intellectual property matters outside the scope of patent prosecution and the related advisory services described herein, unless separately agreed in writing.
(c) Maintenance Fee Payments. This engagement does not cover the payment of maintenance fees (also known as annuity payments) for issued patents. OWS has represented to the Firm that it manages maintenance fee payments through its third-party IP management service provider, Trident IPS, under the oversight of OWS's in-house IP Manager, Sandra Koh. C&H shall have no responsibility for monitoring or ensuring payment of maintenance fees for any patent that may issue from the applications within this engagement, and OWS shall hold the Firm harmless for any loss of patent rights resulting from failure to pay maintenance fees.
(d) Other Legal Matters. This engagement is limited to intellectual property matters and does not include corporate, securities, regulatory, tax, employment, real estate, or any other legal matters outside the intellectual property domain. Any request for legal services beyond the scope of this Engagement Letter will require a separate engagement agreement.
3. Engagement Team
The Firm has assembled a team of experienced patent professionals with deep technical expertise in semiconductor devices, photonics, and integrated circuit fabrication technologies. The members of the engagement team assigned to this matter are identified below.
3.1 Responsible Partner
Catherine Bloom, Partner, intellectual Property Group, will serve as the Responsible Partner for this engagement. Ms. Bloom is a registered USPTO Patent Attorney (Registration No. 58,412) with twenty-two (22) years of experience in semiconductor and photonics patent prosecution. Ms. Bloom holds a Ph.D. in Electrical Engineering from Stanford University and a J.D. from the University of California, Berkeley School of Law. She has prosecuted patent portfolios for numerous leading semiconductor and optical communications companies and brings extensive technical knowledge of silicon-photonics modulator architectures, high-speed optical transceiver design, and advanced fabrication processes.
As Responsible Partner, Ms. Bloom will have overall supervisory responsibility for all work performed on this engagement. She will serve as the primary point of contact for the Client on strategic prosecution matters and will review and approve all substantive filings prior to submission to the USPTO or foreign patent offices.
3.2 Billing Partner
Alan Ngo, Partner, intellectual Property Group, will serve as the Billing Partner for this engagement. Mr. Ngo is a registered USPTO Patent Attorney (Registration No. 61,877) with extensive experience in intellectual property portfolio management and client-relationship administration. Mr. Ngo will manage the financial aspects of the engagement, including invoicing, fee arrangements, billing inquiries, and budget monitoring. All billing-related questions or concerns should be directed to Mr. Ngo in the first instance.
3.3 Lead Associate
Christy Bauer, Associate, intellectual Property Group, will serve as the Lead Associate for this engagement. Ms. Bauer is a registered USPTO Patent Attorney (Registration No. 74,329) with a background in electrical engineering and semiconductor device physics. Ms. Bauer will serve as the primary drafter for patent applications and Office Action responses across the OWS application family. She will work under the direct supervision of Ms. Bloom and will be the primary day-to-day contact for technical and prosecution-related inquiries.
3.4 Working Associate
Peter Vassiliev, Associate, intellectual Property Group, will serve as a Working Associate on this engagement. Mr. Vassiliev is a registered USPTO Patent Attorney (Registration No. 79,514) with experience in international patent prosecution and portfolio management. Mr. Vassiliev will handle international filings, PCT applications, and coordination with foreign associate firms, including preparation of instructions for national-phase and regional-phase entries before the EPO and JPO. Mr. Vassiliev will work under the supervision of Ms. Bloom and will coordinate closely with Ms. Bauer on matters involving both U.S. and international prosecution strategy.
3.5 Staffing Flexibility
C&H reserves the right to assign additional attorneys, registered patent agents, technical specialists, paralegals, or other support personnel to this engagement as reasonably necessary to provide timely and effective legal services. All such personnel will be subject to the rate schedule set forth in Section 6 and Exhibit A of this Engagement Letter. The Firm will notify the Client of any material staffing changes, including the addition of new attorneys to the engagement team or the departure of existing team members from the Firm.
4. Prior Counsel Transition
The Firm understands that OWS was previously represented by Kessler & Morin LLP ("K&M"), a Virginia limited liability partnership located at 1750 Tysons Boulevard, Suite 800, McLean, Virginia 22102, for patent prosecution matters from approximately 2017 through 2021. K&M, under the direction of its founding partner, Dr. Helen Kessler, prosecuted OWS's portfolio of thirty-one (31) issued U.S. utility patents covering various aspects of OWS's photonic integrated circuit technology. Additionally, K&M prepared and filed the Priority Application, U.S. Provisional Application No. 63/297,841, on January 10, 2022, prior to the transition of the attorney-client relationship from K&M to C&H.
The Firm further understands that certain continuation applications and continuation-in-part applications within the current docket may claim priority to, or incorporate subject matter from, parent applications that were originally drafted and prosecuted by K&M. Accordingly, a smooth and complete transition of the relevant prosecution files and related materials is essential to the Firm's ability to assume prosecution responsibilities seamlessly and without interruption to OWS's patent prosecution timeline.
OWS agrees to facilitate the transfer of all relevant prosecution files, inventor declarations, assignment records, power-of-attorney documents, correspondence with the USPTO, prior art references, invention disclosure records, and other materials from K&M as necessary to enable C&H to assume prosecution responsibilities. OWS further agrees to execute and deliver any change-of-correspondence-address forms, revocations of prior powers of attorney, and new powers of attorney necessary to effectuate the transition of representation before the USPTO.
The Firm expressly disclaims and assumes no responsibility for any work performed by K&M prior to the effective date of this engagement, including but not limited to the content of the Priority Application or any parent applications drafted by K&M, the accuracy of any representations made to the USPTO by K&M, or the completeness of any prior art disclosures submitted by K&M. The Firm will, however, review the prosecution history of the Priority Application and any relevant parent applications to the extent reasonably necessary to provide competent representation in connection with the pending and anticipated applications within the scope of this engagement.
5. Client Contacts
To ensure efficient communication and clear authorization protocols, the parties have designated the following individuals as primary contacts for the purposes of this engagement:
Primary Client Contact for Day-to-Day Prosecution Matters:
Sandra Koh IP Manager / In-House Patent Counsel Optiwave Semiconductor Corp. 4710 Ridgeview Parkway, Suite 300 Santa Clara, CA 95054 Telephone: (408) 555-2340
Email: s.koh@optiwavesemi.com
Ms. Koh will serve as the primary point of contact for all day-to-day prosecution matters, including technical questions, prosecution strategy discussions, docketing coordination, and communications regarding pending deadlines. Ms. Koh is authorized to provide instructions to the Firm on routine prosecution matters, including approval of draft applications and Office Action responses, election of species, and similar prosecution decisions.
Authorization Contact for Engagement Scope, Budget, and Strategic Decisions:
Marcus Whitfield, Esq. General Counsel Optiwave Semiconductor Corp. 4710 Ridgeview Parkway, Suite 300 Santa Clara, CA 95054 Telephone: (408) 555-2300
Email: m.whitfield@optiwavesemi.com
Mr. Whitfield will serve as the authorization contact for matters involving the scope of the engagement, budget approvals, strategic prosecution decisions (including decisions to abandon or continue prosecution of specific applications), and any modifications to the terms of this Engagement Letter.
Named Inventors for Technical Consultation:
The Firm may, from time to time, need to consult directly with the named inventors on the applications within this engagement for the purpose of obtaining technical information, clarifying invention disclosures, conducting inventor interviews in preparation for USPTO Examiner Interviews, and executing inventor declarations and other documents. The following individuals have been identified as named inventors who may be contacted for such purposes:
•  Dr. Rajan Menon, Chief Executive Officer
•  Dr. Lena Strickland, Vice President of Engineering
•  Dr. Feng-Yi Chen, Principal Engineer
•  Dr. Arjun Dasgupta, Senior Design Engineer
All contacts with named inventors will be coordinated through Ms. Koh unless the parties agree to an alternative arrangement.
6. Fee Arrangements
6.1 Standard Hourly Rates
Professional services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the professionals performing such services. The Firm's current standard hourly rates for the categories of professionals assigned to this engagement are as follows:
These standard rates reflect the rates in effect as of January 1, 2022. Standard rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Firm will provide at least thirty (30) days' prior written notice to the Client of any rate adjustment. Absent objection by the Client within such notice period, the adjusted rates will become effective as of the date specified in the Firm's notice.
6.2 Volume discount
In recognition of the anticipated volume and duration of this engagement, and as an expression of the Firm's commitment to a long-term relationship with OWS, the Firm will apply a ten percent (10%) volume discount to all standard hourly rates billed to OWS for professional services rendered under this engagement. The resulting effective discounted rates are as follows:
The volume discount set forth in this Section 6.2 is contingent upon the engagement remaining active and in good standing throughout the period of the Firm's representation. The Firm reserves the right to revoke the volume discount upon sixty (60) days' prior written notice to the Client in the event of (i) material non-payment of invoices, defined as any outstanding balance that remains unpaid for more than sixty (60) days past the invoice due date, or (ii) a significant reduction in the scope of the engagement such that the anticipated volume of work no longer justifies the discounted rate structure.
A detailed rate schedule listing the individual rates for each team member assigned to this engagement is set forth in Exhibit A attached hereto and incorporated herein by reference.
6.3 Government and Official Fees
All USPTO filing fees, extension-of-time fees, petition fees, issue fees, publication fees, and other official government fees incurred in connection with the prosecution of OWS's applications will be advanced by the Firm on the Client's behalf and invoiced to the Client as disbursements at cost, without markup. The Firm will apply for small-entity or micro-entity status on OWS's behalf where applicable and where the Client qualifies for such status under the applicable USPTO rules. OWS represents that it currently qualifies as a small entity under 37 C.F.R. § 1.27, and the Firm will rely upon this representation in calculating applicable USPTO fees unless and until OWS notifies the Firm of a change in its entity status.
Foreign patent office fees, including fees charged by the EPO, JPO, and other national patent offices in connection with national-phase and regional-phase filings, will be invoiced either directly by the Firm (where such fees are advanced by the Firm) or through the applicable foreign associate firm, as described in Section 6.4 below.
6.4 Foreign Associate Fees
Work performed by foreign patent associate firms retained in connection with this engagement will be billed at the standard rates of such firms. The foreign associate firms currently designated for this engagement are as follows:
(a) Nakashima & Togawa Patent Professional Corporation (Tokyo, Japan) — designated for JPO filings and prosecution of Japanese national-phase applications. Nakashima & Togawa will bill for their services at their standard rates, which are denominated in Japanese yen and converted to U.S. dollars at the prevailing exchange rate at the time of invoicing.
(b) Breitenfeld & Vogt Patentanwälte PartGmbB (Munich, Germany) — designated for EPO filings and prosecution of European regional-phase applications. Breitenfeld & Vogt will bill for their services at their standard rates, which are denominated in euros and converted to U.S. dollars at the prevailing exchange rate at the time of invoicing.
At the Client's election, foreign associate fees may be invoiced (i) directly to OWS by the foreign associate firm, or (ii) through C&H as a pass-through disbursement on the Firm's monthly invoices. OWS should advise the Firm of its preference at or prior to the first international filing. In the absence of such instruction, the Firm will default to passing through foreign associate fees on the Firm's monthly invoices.
C&H will coordinate with foreign associates as necessary to ensure consistent prosecution strategy across jurisdictions, but the Firm is not responsible for the fees, work quality, timeliness, or legal opinions of foreign counsel. The Firm's engagement of foreign associates is made on behalf of and for the account of the Client, and the attorney-client relationship with respect to foreign prosecution matters exists between OWS and the applicable foreign associate firm.
6.5 Expenses and Disbursements
The Client will reimburse the Firm for reasonable out-of-pocket expenses incurred in connection with the engagement. Such expenses may include, without limitation:
•  Database search fees (e.g., Pemberton Data Systems, Marlowe Solutions, and similar patent search platforms);
•  Patent drawing preparation costs charged by third-party patent illustrators;
•  Courier and overnight delivery charges;
•  Long-distance telephone and videoconference charges, if any;
•  Travel expenses (including airfare, ground transportation, lodging, and meals), provided that any travel expenses in excess of $500 per trip must be pre-approved by the Client;
•  Costs of obtaining certified copies of patent documents, prosecution file histories, and other official records;
•  Translation fees for foreign-language prior art references and patent documents; and
•  Photocopying and printing charges for voluminous prosecution documents.
All expenses will be invoiced at cost, without markup, and will be included as line items on the Firm's monthly invoices.
7. Billing and Payment Terms
7.1 Invoicing Schedule
C&H will issue monthly invoices for professional services rendered and disbursements incurred during the preceding calendar month. Invoices will be prepared in reasonable detail, including descriptions of the work performed, the identity of the professional performing such work, the time expended, the applicable hourly rate, and an itemization of disbursements. Each invoice will reference C&H Matter No. 1014-00005.
Invoices will be directed to:
Optiwave Semiconductor Corp.
Attn: Sandra Koh, IP Manager
4710 Ridgeview Parkway, Suite 300 Santa Clara, CA 95054
A copy of each invoice will also be directed to:
Daniel Everhart, Chief Financial Officer Optiwave Semiconductor Corp. 4710 Ridgeview Parkway, Suite 300 Santa Clara, CA 95054
for payment processing purposes. The Client may designate an alternative invoicing address or electronic billing platform by written notice to the Firm's Billing Partner, Alan Ngo.
7.2 Payment Terms
Payment of all invoices is due within thirty (30) days of the date of the invoice (the "Due Date"). Invoices that remain unpaid after the Due Date will accrue interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum) on the outstanding balance, calculated from the Due Date until the date of receipt of payment. The Firm reserves the right to suspend work on this engagement in the event of material non-payment, subject to the Firm's obligations under applicable rules of professional conduct to protect the Client's interests during any period of suspension.
7.3 Retainer.  No retainer or advance deposit is required at this time. The Firm reserves the right to request a retainer or advance deposit in the event of (i) significant past-due balances, (ii) extraordinary anticipated disbursements (including, for example, large foreign filing fees in connection with multiple simultaneous national-phase entries), or (iii) other circumstances that, in the Firm's reasonable judgment, warrant an advance deposit to ensure that the Client's interests are adequately protected. Any retainer so deposited will be applied against the final invoice(s) of the engagement, and any unused portion will be refunded to the Client promptly upon conclusion of the matter.
8. Conflict of Interest Disclosure and Waiver
8.1 Conflict Check
The Firm has conducted a comprehensive conflicts check in accordance with its internal conflicts-clearance procedures and the California Rules of Professional Conduct, including Rule 1.7 (Conflict of Interest: Current Clients) and Rule 1.9 (Duties to Former Clients). This review was completed on February 7, 2022, and the results are documented in a separate internal Conflict Check Memorandum (C&H Conflicts File No. CC-2022-0341) dated February 7, 2022, which is maintained in the Firm's confidential conflicts files.
8.2 Identified Potential Conflicts
Based on the Firm's conflicts review, the following disclosures are made for the Client's information and consideration:
(a) Pinnacle Optics, Inc. The Firm does not currently represent Pinnacle Optics, Inc. ("Pinnacle"), a Delaware corporation headquartered at 7200 Gateway Boulevard, Newark, California 94560. OWS has identified Pinnacle as a primary competitor in the silicon-photonics modulator space. The Firm confirms that it has no current engagement with Pinnacle and has not previously represented Pinnacle on any matter. The Firm understands that Pinnacle is represented by Cavanaugh Holt & Sayer LLP in patent prosecution matters. Accordingly, the Firm does not believe that any conflict of interest exists with respect to Pinnacle.
(b) Other Semiconductor-Industry Clients. The Firm currently represents certain other entities in the semiconductor industry on matters unrelated to silicon-photonics modulator technology. These representations involve different technical subject matter, different product categories, and different competitive markets, and do not, in the Firm's assessment, create a material conflict of interest with the OWS engagement. The Firm is not at liberty to disclose the identities of these clients without their consent, but the Firm confirms that none of these representations involve the prosecution of patents claiming silicon-photonics modulator architectures, high-speed optical transceiver technology, or any other technology that is directly competitive with OWS's products within the scope of this engagement.
Should a conflict of interest arise during the course of this engagement, including as a result of the Firm's acceptance of a new client or matter, the Firm will promptly notify the Client and seek appropriate informed written consent or take other steps as required by the California Rules of Professional Conduct, including, if necessary, withdrawal from one or more conflicting engagements.
8.3 Waiver.  By countersigning this Engagement Letter, the Client acknowledges the potential conflict disclosures set forth in Section 8.2 above and consents to the Firm's continued representation of other semiconductor-industry clients on matters that are not substantially related to OWS's silicon-photonics patent prosecution docket, provided that such representations do not create a direct adversity to OWS. This consent is given with the understanding that the Firm will implement appropriate ethical screens and information barriers as necessary to protect the confidentiality of OWS's proprietary information. This waiver does not extend to any future representation that would involve direct adversity to OWS or that is substantially related to the subject matter of this engagement, which would require separate informed written consent from OWS.
9. Confidentiality and Privilege
All communications between C&H and OWS, and between C&H and OWS's employees, agents, and representatives, in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent permitted by applicable law. The parties will take reasonable steps to preserve the privileged and confidential nature of such communications, including marking written communications as "Attorney-Client Privileged" or "Attorney Work Product" as appropriate.
C&H will maintain the confidentiality of all information received from OWS in connection with this engagement in accordance with the Firm's professional obligations under the California Rules of Professional Conduct, Rule 1.6 (Confidential Information of a Client). The Firm will not disclose such information to any third party without the Client's informed written consent, except as required by court order, subpoena, or applicable ethical obligations, or as necessary to carry out the purposes of this engagement (for example, disclosure of technical information to the USPTO in patent applications, or disclosure to foreign associates for the purpose of international prosecution).
OWS's proprietary technical information, including invention disclosures, unpublished patent application specifications, engineering notebooks, test data, process parameters, design files, and trade-secret details of the silicon-photonics modulator architecture, will be treated as strictly confidential by the Firm and will be accessible only to those attorneys, patent agents, and staff members who have a need to access such information in connection with this engagement. The Firm will store all electronic files related to this engagement on secure, access-controlled servers in accordance with the Firm's information-security policies, and will maintain physical documents in locked file storage accessible only to authorized personnel.
10. Third-Party Coordination
The Firm will coordinate as necessary with the following third-party service providers retained by OWS in connection with the management and prosecution of OWS's patent portfolio:
(a) Trident intellectual Property Services, LLC ("Trident IPS")
Address: 1200 McKinney Street, Suite 1400, Houston, TX 77010
Account Manager: Lisa Cheng Services: Patent annuity payments and maintenance fee management; docketing support; PCT national-phase deadline management; and foreign associate coordination.
(b) Nakashima & Togawa Patent Professional Corporation
Address: Marunouchi Park Building, 20th Floor, 2-6-1 Marunouchi, Chiyoda-ku, Tokyo 100-6920, Japan
Lead Attorney: Kenji Nakashima Services: Japanese national-phase prosecution before the JPO, including preparation and filing of Japanese patent applications, Office Action responses, and related prosecution activities.
(c) Breitenfeld & Vogt Patentanwälte PartGmbB
Address: Leopoldstrasse 4, 80802 Munich, Germany
Lead Attorney: Dr. Matthias Vogt Services: European regional-phase prosecution before the EPO, including preparation and filing of European patent applications, responses to Communications from the Examining Division, and related prosecution activities.
The Firm's coordination with such third-party service providers is undertaken for the convenience and benefit of the Client and does not create an attorney-client relationship between C&H and any third-party service provider. C&H does not supervise, control, or assume responsibility for the work of Trident IPS, Nakashima & Togawa, Breitenfeld & Vogt, or any other third-party service provider, and the Client's engagements with such third parties are separate and independent from the Client's engagement with C&H.
11. Client Obligations
The effectiveness of the Firm's representation depends in significant measure upon the timely cooperation and participation of the Client. Accordingly, OWS agrees to the following obligations in connection with this engagement:
(a) Cooperation and Information. OWS agrees to cooperate fully with C&H and to provide timely access to technical information, inventor availability, prior art known to OWS, commercial product information, competitive intelligence, and other relevant business information necessary to enable the Firm to prosecute the application family effectively and in accordance with OWS's strategic objectives.
(b) Timely Responses. OWS agrees to respond promptly to requests for information, instructions, and decisions regarding claim strategy, prosecution elections, filing decisions, and other matters requiring the Client's input or authorization. OWS understands that delays in providing instructions may result in the need to request extensions of time from the USPTO or foreign patent offices, which may incur additional government fees and professional fees.
(c) Awareness of Deadlines. OWS acknowledges that patent prosecution is subject to strict statutory and regulatory deadlines imposed by the USPTO and foreign patent offices, and that many such deadlines are absolute and non-extendable. Failure to provide timely instructions or authorization may result in the irrevocable loss of patent rights that cannot be recovered. While the Firm will use reasonable efforts to notify the Client of approaching deadlines and to obtain necessary instructions in advance, the ultimate responsibility for ensuring that timely instructions are provided rests with the Client.
(d) Current Contact Information. OWS agrees to maintain current contact information with the Firm and to promptly notify C&H of any changes in personnel, mailing address, email address, telephone number, or authorization structure that could affect the Firm's ability to communicate with the Client and obtain timely instructions. OWS further agrees to promptly notify the Firm of any change in its entity status (e.g., from small entity to large entity) that could affect the calculation of applicable USPTO fees.
12. Termination of Engagement
12.1 Termination by Client
OWS may terminate this engagement at any time and for any reason by providing written notice to C&H, directed to the Responsible Partner, Catherine Bloom. Upon termination, the Client will remain responsible for payment of all professional fees and disbursements incurred through the effective date of termination, including any fees and costs incurred in connection with the orderly transition of the matter to successor counsel. The Firm will promptly deliver to the Client, or to successor counsel designated by the Client, all files, documents, and work product in the Firm's possession relating to the engagement, subject to the Firm's right to retain copies for its records and to assert any applicable lien for unpaid fees.
12.2 Termination by Firm
C&H may withdraw from this engagement for good cause, subject to applicable rules of professional conduct and any required approval of a tribunal before which matters are pending. Good cause for withdrawal includes, but is not limited to:
(a) Material non-payment of invoices, where outstanding balances remain unpaid for more than sixty (60) days past the invoice due date despite written notice to the Client;
(b) The Client's failure to cooperate with the Firm or to provide necessary instructions, information, or authorization within reasonable time frames;
(c) The emergence of an unwaivable conflict of interest that cannot be resolved through consent or ethical screening;
(d) The Client's insistence upon a course of action that the Firm reasonably believes to be illegal, unethical, or inconsistent with the Firm's professional obligations; or
(e) Any other circumstance that constitutes good cause for withdrawal as contemplated by the California Rules of Professional Conduct.
In the event of withdrawal, C&H will provide reasonable advance notice to the Client and will take all steps reasonably necessary to protect the Client's interests during the transition period, including notification of pending deadlines, preparation of a transition memorandum, and facilitation of the transfer of files and materials to successor counsel.
12.3 Preservation of Deadline Notices Upon Termination
Regardless of the circumstances of termination — whether initiated by the Client or by the Firm — C&H will provide OWS with a comprehensive written list of all known pending statutory, regulatory, and contractual deadlines as of the date of termination, including but not limited to USPTO response deadlines, PCT national-phase entry deadlines, foreign patent office deadlines, and any other time-sensitive obligations relating to the applications within the scope of this engagement. This list is provided to enable OWS or its successor counsel to protect the Client's patent rights during and after the transition. The Firm shall have no ongoing obligation to monitor or enforce such deadlines after the effective date of termination.
13. Document Retention
Upon conclusion of the engagement, the Firm will retain engagement files — including both paper and electronic files — in accordance with its standard document-retention policies. Under the Firm's current policies, engagement files are retained for a minimum of seven (7) years from the date of matter closure. Following the expiration of this retention period, files may be destroyed or disposed of without further notice to the Client, unless the Client has requested the return of original documents prior to the expiration of the retention period.
The Client may request the return of original documents at any time during or after the engagement, subject to the Firm's right to retain copies for its records and for compliance with applicable legal, regulatory, and ethical requirements. The Firm encourages the Client to request the return of any original documents, inventor declarations, assignment records, or other materials of independent legal significance at or before the conclusion of the engagement.
14. Governing Law and Dispute Resolution
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. All questions regarding the Firm's professional obligations to the Client shall be governed by the California Rules of Professional Conduct as adopted by the State Bar of California.
In the event of any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Firm's representation of the Client, or the fees charged in connection with this engagement, the parties agree to submit such dispute to binding arbitration in San Francisco, California, administered under the rules of JAMS (Judicial Arbitration and Mediation Services, Inc.), unless the parties mutually agree in writing to an alternative dispute-resolution mechanism. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award, including attorneys' fees and costs. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Nothing in this Section 14 shall preclude either party from seeking temporary or preliminary injunctive relief from a court of competent jurisdiction to preserve the status quo pending arbitration.
15. Entire Agreement; Amendments
This Engagement Letter constitutes the entire agreement between C&H and OWS with respect to the subject matter hereof, and supersedes all prior and contemporaneous discussions, proposals, negotiations, understandings, representations, and agreements, whether oral or written, between the parties relating to the Firm's engagement to provide patent prosecution services to the Client.
This Engagement Letter may be amended, modified, or supplemented only by a written instrument executed by both parties. The parties acknowledge that it may become necessary or desirable to expand the scope of this engagement to include additional patent applications, additional jurisdictions, or additional categories of legal services. Any such expansion of scope will be documented in an engagement scope amendment letter referencing this Engagement Letter and C&H Matter No. 1014-00005, executed by both parties. The terms and conditions of this Engagement Letter shall apply to any such expanded scope unless expressly modified in the applicable amendment letter.
16. Acceptance and Countersignature
If the terms of this Engagement Letter are acceptable to OWS, please confirm your agreement by signing and returning one executed copy of this letter to Calderwood & Harkness LLP, attention Catherine Bloom, at the address set forth above. The engagement shall be deemed effective as of the date of countersignature by an authorized representative of OWS.
We are enthusiastic about the opportunity to work with Optiwave Semiconductor Corp. and its talented engineering team to protect and advance OWS's intellectual property position in the rapidly growing silicon-photonics market. Please do not hesitate to contact me or any member of the engagement team if you have questions regarding the terms of this letter or if you wish to discuss any aspect of the proposed engagement.
We look forward to your prompt response and to commencing work on this important matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Catherine Bloom
Title: Partner, intellectual Property Group
Date: February 10, 2022
cc: Alan Ngo, Billing Partner, Calderwood & Harkness LLP
AGREED AND ACCEPTED:
OPTIWAVE SEMICONDUCTOR CORP.
By: ________
Name: Marcus Whitfield
Title: General Counsel
Date: ________
*(Please countersign and return one copy to Calderwood & Harkness LLP,
Attn: Catherine Bloom, 555 California Street, 42nd Floor,
San Francisco, CA 94104)*
EXHIBIT A
Engagement Team Rate Schedule C&H Matter No. 1014-00005
The following table sets forth the hourly rates for the professionals currently assigned to the Optiwave Semiconductor Corp. patent prosecution engagement, reflecting the 10% volume discount described in Section 6.2 of the Engagement Letter:
Notes:
1.  The rates set forth above are effective as of January 1, 2022, and are subject to annual adjustment as described in Section 6.1 of the Engagement Letter.
2.  The 10% volume discount is subject to the conditions described in Section 6.2 of the Engagement Letter.
3.  In the event that additional attorneys, patent agents, or technical specialists are assigned to this engagement pursuant to Section 3.5 of the Engagement Letter, their standard hourly rates will be communicated to the Client and will be subject to the same 10% volume discount.
4.  Paralegal and patent specialist time, if applicable, will be billed at the Firm's standard rates for such personnel, currently ranging from $225.00 to $295.00 per hour (before application of the volume discount).
EXHIBIT B
Initial Docket of Pending and Anticipated Applications C&H Matter No. 1014-00005
Priority Application:
All applications within this engagement are part of a patent family claiming priority, directly or indirectly, to the following provisional application:
U.S. Provisional Application No. 63/297,841
Title: "High-Bandwidth Silicon-Photonics Mach-Zehnder Modulator with Segmented Traveling-Wave Electrode Architecture"
Filing Date: January 10, 2022 Filed by: Kessler & Morin LLP (prior counsel) Named Inventors: Dr. Rajan Menon, Dr. Lena Strickland, Dr. Feng-Yi Chen, Dr. Arjun Dasgupta
Application Sub-Families:
The initial docket is expected to encompass up to twelve (12) applications organized into three sub-families, as described below. Specific application serial numbers will be recorded upon filing and maintained in a master docket sheet shared between C&H and OWS.
Sub-Family A: Core Modulator Architecture
Sub-Family A covers the fundamental silicon-photonics Mach-Zehnder modulator architecture, including the segmented traveling-wave electrode design, the optical waveguide geometry, and the overall modulator integration scheme. Anticipated filings within Sub-Family A include:
•  Non-provisional utility application (U.S.) — to be filed prior to the January 10, 2023 priority-year deadline
•  Continuation application (U.S.) — anticipated upon receipt of first Office Action in the non-provisional application
•  Continuation-in-part application (U.S.) — anticipated to incorporate additional subject matter relating to modulator design refinements developed during 2022
•  PCT international application — to be filed prior to the January 10, 2023 priority-year deadline for preservation of foreign filing rights
Sub-Family B: Electrode Fabrication Process
Sub-Family B covers the proprietary electrode fabrication process used to manufacture the segmented traveling-wave electrodes, including novel metallization techniques, lithographic patterning methods, and process integration steps. Anticipated filings within Sub-Family B include:
•  Non-provisional utility application (U.S.) — to be filed prior to the January 10, 2023 priority-year deadline
•  Divisional application (U.S.) — anticipated if the USPTO issues a Restriction Requirement separating apparatus and method claims
•  EPO regional-phase application — to be filed upon entry into the European regional phase from the corresponding PCT application
•  JPO national-phase application — to be filed upon entry into the Japanese national phase from the corresponding PCT application
Sub-Family C: Packaging and Thermal Management
Sub-Family C covers the packaging architecture and thermal management solutions for the silicon-photonics modulator, including the chip-on-carrier assembly, thermal interface materials, and heat-dissipation structures. Anticipated filings within Sub-Family C include:
•  Non-provisional utility application (U.S.) — to be filed prior to the January 10, 2023 priority-year deadline
•  EPO regional-phase application — to be filed upon entry into the European regional phase from the corresponding PCT application
•  JPO national-phase application — to be filed upon entry into the Japanese national phase from the corresponding PCT application
Docket Amendments:
The scope of this engagement may be amended by written agreement of the parties to add applications to, or remove applications from, the docket described herein. Any such amendment will be documented in accordance with Section 15 of the Engagement Letter and will be reflected in an updated version of this Exhibit B.
Exhibit B is current as of February 10, 2022. Application serial numbers, filing dates, and other details will be updated as applications are filed. This Exhibit will be maintained as a living document by C&H in coordination with OWS's IP Manager, Sandra Koh, and Trident intellectual Property Services, LLC.
Professional Category | Standard Hourly Rate
Partner | $895.00 per hour
Senior Associate | $625.00 per hour
Associate | $475.00 per hour
Professional Category | Standard Rate | Volume discount (10%) | Effective discounted Rate
Partner | $895.00 | ($89.50) | $805.50 per hour
Senior Associate | $625.00 | ($62.50) | $562.50 per hour
Associate | $475.00 | ($47.50) | $427.50 per hour
Team Member | Title | USPTO Reg. No. | Standard Hourly Rate | Volume discount (10%) | Effective discounted Rate
Catherine Bloom | Partner | 58,412 | $895.00 | ($89.50) | $805.50
Alan Ngo | Partner | 61,877 | $895.00 | ($89.50) | $805.50
Christy Bauer | Lead Associate | 74,329 | $625.00 | ($62.50) | $562.50
Peter Vassiliev | Working Associate | 79,514 | $475.00 | ($47.50) | $427.50

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

OPTIWAVE SEMICONDUCTOR CORP.

EXHIBIT A

EXHIBIT B

Record

Parties

Dates

Amounts