1014-00005 · Optiwave Semiconductor Corp · Engagement & Administrative

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CALDERWOOD & HARKNESS LLP 555 California Street, 42nd Floor San Francisco, California 94104

INTERNAL MEMORANDUM — CONFIDENTIAL / ADMINISTRATIVE

February 14, 2022

TO: Office of the General Counsel, Calderwood & Harkness LLP Finance & Billing Department

FROM: Catherine Bloom, Responsible Partner, intellectual Property Group

RE: New Matter Opening — Optiwave Semiconductor Corp. Patent Prosecution Engagement

MATTER NO.: 1014-00005

1. PURPOSE

This memorandum documents the formal opening of Matter No. 1014-00005 for the patent prosecution engagement of Optiwave Semiconductor Corp. ("OWS" or the "Client"). The purpose of this memorandum is to establish the administrative, financial, and operational record for the engagement and to ensure that all relevant departments within Calderwood & Harkness LLP ("C&H" or the "Firm") have the information necessary to properly support the matter from inception through its anticipated multi-year lifecycle.

The Engagement Letter governing this representation was executed on February 10, 2022. The Engagement Letter was countersigned by Marcus Whitfield, General Counsel of Optiwave Semiconductor Corp., and a fully executed original has been placed in the matter file. A copy has been transmitted to the Finance & Billing Department for retention in accordance with the Firm's engagement letter archival policy.

Conflict clearance for this engagement was completed in accordance with Firm policy, as documented in a separate Conflict Check Memorandum dated February 7, 2022. That memorandum, prepared by the Conflicts Department with review and sign-off by both the Responsible Partner and the Billing Partner, confirmed the absence of any disqualifying conflicts of interest that would preclude the Firm's representation of OWS in the described matter. The Conflict Check Memorandum is incorporated herein by reference and has been filed in the matter's administrative sub-folder.

Based on the foregoing, this matter is being formally opened effective February 14, 2022, and all timekeeping, docketing, billing, and file management systems should be activated for Matter No. 1014-00005 as of that date.

2. CLIENT INFORMATION

2.1 Client Identity

The following information identifies the Client entity and provides relevant corporate and organizational details for purposes of the Firm's client database, Know Your Client ("KYC") compliance, and anti-money-laundering screening requirements.

OWS is a fabless semiconductor design company specializing in the development of silicon-photonics integrated circuits for next-generation data-center optical interconnects. The company's core product line focuses on 800G and 1.6T optical transceiver modules, which rely on proprietary modulator architectures designed and taped out by OWS's engineering team and manufactured through foundry partnerships. OWS does not own or operate fabrication facilities; rather, it licenses process design kits and contracts with third-party foundries for wafer fabrication and packaging. The company maintains its principal offices and engineering laboratories at its Santa Clara headquarters.

Majority Equity Sponsor. OWS's majority equity holder is Harborview Partners, a Delaware limited partnership that acquired a 72% equity stake in OWS through a leveraged recapitalization completed in 2019 at an enterprise value of approximately $310 million. Harborview Partners maintains its principal office at 200 Lexington Avenue, 38th Floor, New York, NY 10016. The Managing Partner of Veltrano Capital Partners is Theodore "Ted" Hargrove. The Operating Partner for the Technology Sector at Veltrano Capital is Christine Paulsen. While Veltrano Capital is the majority equity sponsor and exercises significant governance rights over OWS, the attorney-client relationship established under the Engagement Letter is with OWS as the corporate entity, and Veltrano Capital is not a client of the Firm with respect to this engagement. Additional considerations regarding communications with Veltrano Capital personnel are addressed in Section 12 below.

2.2 Client Contacts

The following individuals at OWS have been identified as the primary contacts for purposes of this engagement:

Marcus Whitfield — General Counsel. Mr. Whitfield serves as OWS's General Counsel and is the primary legal contact for the engagement. He is the signatory on the Engagement Letter and has authority to authorize scope expansions, fee arrangements, and strategic prosecution decisions on behalf of OWS. All formal legal correspondence regarding the engagement should be directed to Mr. Whitfield unless he designates an alternative recipient.

Sandra Koh — IP Manager / In-House Patent Counsel. Ms. Koh is the day-to-day prosecution contact for this engagement. She manages OWS's internal patent docket, coordinates invention disclosure intake, and serves as the primary point of contact for routine prosecution matters, including office action strategy discussions, filing authorizations, and deadline management. Ms. Koh is also designated as the billing contact within OWS's legal department and will coordinate with OWS's accounts payable function on invoice processing.

Dr. Rajan Menon — Chief Executive Officer. Dr. Menon is the co-founder and CEO of OWS and is also expected to be named as an inventor on certain applications within the family. He may participate in strategic prosecution discussions, particularly those involving design-around considerations or competitive landscape analysis. Communications with Dr. Menon regarding prosecution strategy should be coordinated through Mr. Whitfield or Ms. Koh.

Dr. Lena Strickland — Vice President, Engineering. Dr. Strickland is the technical lead within OWS's engineering organization and serves as the primary technical contact for invention disclosures, prior art analysis, and prosecution support. She will be the principal technical liaison for the C&H prosecution team during specification drafting, claims development, and office action response preparation. Dr. Strickland is also expected to be named as an inventor on multiple applications within the family.

Daniel Everhart — Chief Financial Officer. Mr. Everhart is the financial and billing contact for purposes of budget discussions, annual prosecution spend forecasting, and any fee arrangement modifications. He does not have direct involvement in prosecution strategy but may participate in discussions regarding prosecution prioritization and cost management.

2.3 Billing Address

All invoices for this matter should be directed to the following address:

Optiwave Semiconductor Corp.

Attn: Accounts Payable / Sandra Koh

4710 Ridgeview Parkway, Suite 300 Santa Clara, CA 95054

Electronic invoice delivery is also authorized. Ms. Koh has indicated that OWS uses the Stonefield Data Systems legal billing platform and has requested that C&H submit invoices through that platform in addition to providing hard-copy originals. The Finance & Billing Department should coordinate with Ms. Koh to establish electronic billing connectivity prior to the issuance of the first monthly invoice.

3. MATTER DESCRIPTION

3.1 Scope of Engagement

This engagement encompasses patent prosecution representation for OWS with respect to a family of related U.S. and international patent applications covering OWS's next-generation silicon-photonics modulator architecture. The technology at issue involves multi-channel silicon-photonic Mach-Zehnder modulator ("MZM") designs incorporating a segmented traveling-wave electrode architecture that enables high-bandwidth modulation at data rates suitable for 800G and 1.6T optical transceiver applications. The modulator architecture is a critical component of OWS's product roadmap and represents the company's principal area of competitive differentiation in the rapidly evolving silicon-photonics market.

The scope of the engagement, as defined in the Engagement Letter dated February 10, 2022, includes the following categories of work:

(a) Drafting and filing of non-provisional utility patent applications with the United States Patent and Trademark Office ("USPTO"), including preparation of specifications, claims, drawings, and all requisite supporting documentation;

(b) Preparation and filing of continuation applications and continuation-in-part ("CIP") applications as warranted by ongoing development of the OWS modulator platform;

(c) Preparation and filing of Patent Cooperation Treaty ("PCT") international applications designating all contracting states, including preparation of international search request forms and coordination with the International Searching Authority;

(d) Coordination of foreign national-phase entries in designated jurisdictions, including Japan and Europe (European Patent Office), through engagement and oversight of foreign associate counsel;

(e) Prosecution of office actions issued by the USPTO, the European Patent Office ("EPO"), the Japan Patent Office ("JPO"), and any other patent offices in which the application family is prosecuted, including preparation of responses, amendments, arguments, declarations, and requests for continued examination;

(f) Strategic counseling regarding claim scope, prosecution strategy, patent portfolio architecture, freedom-to-operate considerations as they relate to prosecution claim drafting, and coordination with the Client's broader IP strategy; and

(g) Such additional patent prosecution work as may be authorized by the Client from time to time within the scope of the attorney-client relationship established by the Engagement Letter.

The application family at issue claims priority to U.S. Provisional Application No. 63/297,841, which was filed on January 10, 2022, by OWS's prior outside counsel, Kessler & Morin LLP, of McLean, Virginia. The provisional application establishes the earliest effective filing date for the family and sets a statutory 12-month deadline for the filing of priority-preserving non-provisional and PCT applications, as discussed further in Section 10 below.

The prosecution docket for this engagement is expected to encompass approximately twelve (12) related applications organized across three sub-families, as follows:

• Sub-Family A — Core Modulator Architecture: Applications directed to the fundamental MZM design, including multi-channel configurations, waveguide geometry, optical coupling architectures, and modulator-level system integration;

• Sub-Family B — Electrode Fabrication Process: Applications directed to the segmented traveling-wave electrode design and associated fabrication methods, including thin-film deposition processes, lithographic patterning techniques, and impedance-matching structures; and

• Sub-Family C — Packaging and Thermal Management: Applications directed to modulator packaging solutions, thermal management architectures, and co-packaged optics integration approaches.

The exact number of applications and the division of subject matter across sub-families will be refined as the prosecution strategy is developed in consultation with Dr. Strickland and Ms. Koh. Sub-Family C may be added to the active docket at a later date depending on the maturation of OWS's packaging technology and the Client's strategic priorities.

3.2 Prior Counsel Transition

OWS was previously represented in patent prosecution matters by Kessler & Morin LLP ("K&M"), located at 1750 Tysons Boulevard, Suite 800, McLean, Virginia 22102. The lead partner at K&M responsible for the OWS relationship was Dr. Helen Kessler. K&M prosecuted OWS's existing patent portfolio from the company's founding in 2017 through year-end 2021, during which period K&M secured a total of thirty-one (31) issued U.S. utility patents on behalf of OWS covering various aspects of the company's earlier-generation silicon-photonics technology.

OWS has elected to transition its patent prosecution work to C&H for the next-generation modulator platform, effective with this engagement. The decision to transition counsel was driven by OWS's desire to engage a firm with deeper bench strength in semiconductor-process patent prosecution and with the capacity to manage a larger, more complex international filing program as OWS's technology platform matures. K&M will continue to handle certain legacy maintenance matters on OWS's existing portfolio, and C&H does not anticipate taking over the prosecution of any pending K&M-originated applications at this time, unless the Client specifically requests such a transition in the future.

Certain continuation applications to be filed under this engagement will claim priority to parent applications that were originally drafted and prosecuted by K&M. It is therefore essential that the C&H prosecution team conduct a thorough review of the relevant K&M prosecution histories to ensure that priority chains are properly established and that continuation or CIP claims are consistent with the disclosure of the parent applications. A file transfer from K&M to C&H is currently in progress. Sandra Koh is coordinating with K&M's records department to arrange the transfer of complete prosecution histories, inventor declarations, assignment records, and related documentation. The C&H team should follow up with Ms. Koh on a weekly basis until the file transfer is confirmed complete.

3.3 Practice Area Classification

For purposes of the Firm's internal practice area tracking, reporting, and staffing systems, this matter is classified as follows:

4. ENGAGEMENT TEAM ASSIGNMENTS

The following attorneys have been assigned to the engagement team for Matter No. 1014-00005. Timekeeping codes for each team member should be activated in the billing system as of the matter opening date.

4.1 Responsible Partner

Catherine Bloom Partner, intellectual Property Group Calderwood & Harkness LLP USPTO Registration No.: 58,412

Ms. Bloom has twenty-two (22) years of experience in semiconductor and photonics patent prosecution and has managed patent portfolios for numerous fabless semiconductor companies, integrated device manufacturers, and optical component developers. She will serve as the Responsible Partner for this engagement, with overall responsibility for matter supervision, client relationship management, strategic prosecution direction, and quality assurance of all filings submitted to the USPTO, WIPO, and foreign patent offices. Ms. Bloom will participate directly in key prosecution strategy decisions, including claim architecture for the initial non-provisional applications, response strategies for substantive office actions, and any appeal or inter partes proceedings that may arise during prosecution.

4.2 Billing Partner

Alan Ngo Partner, intellectual Property Group Calderwood & Harkness LLP USPTO Registration No.: 61,877

Mr. Ngo will serve as the Billing Partner for this engagement, with responsibility for financial oversight of the matter, billing review, invoice generation, accounts receivable management, and compliance with the fee arrangement set forth in the Engagement Letter. Mr. Ngo will review all monthly invoices prior to submission to the Client, ensure that the negotiated volume discount is properly applied, and monitor the matter's financial performance against internal budget projections. Mr. Ngo will also serve as the primary point of contact for any billing inquiries from OWS's finance team and will coordinate with Daniel Everhart on annual budget forecasting for the prosecution program.

4.3 Lead Associate

Christy Bauer Associate, intellectual Property Group Calderwood & Harkness LLP USPTO Registration No.: 74,329

Ms. Bauer will serve as the Lead Associate for this engagement. She will function as the primary drafter for the OWS application family, with day-to-day responsibility for specification and claims drafting, office action response preparation, and prosecution strategy development under the supervision of Ms. Bloom. Ms. Bauer has substantial experience in drafting semiconductor and photonic-device patent applications and has previously worked on silicon-photonics prosecution matters for other Firm clients. She will serve as the principal technical interface with Dr. Strickland for purposes of invention disclosure intake, technical due diligence, and prior art analysis. Ms. Bauer will also coordinate directly with Sandra Koh on routine prosecution matters, filing authorizations, and docketing confirmations.

4.4 Working Associate

Peter Vassiliev Associate, intellectual Property Group Calderwood & Harkness LLP USPTO Registration No.: 79,514

Mr. Vassiliev will serve as a Working Associate on the engagement, with primary responsibility for international filing matters, including the preparation and filing of PCT international applications, coordination with foreign associate counsel for national-phase entries, and prosecution of office actions issued by foreign patent offices. Mr. Vassiliev will also handle office action responses, extensions of time, and other routine USPTO filings as workload and capacity require. Additionally, Mr. Vassiliev has been designated as the primary docket liaison for this matter, as described in Section 10 below, and will be responsible for coordinating with the Firm's Docketing Department and with Trident intellectual Property Services, LLC on deadline management and parallel docketing verification.

5. FEE ARRANGEMENTS AND BILLING CODES

5.1 Hourly Rate Structure

Pursuant to the Engagement Letter dated February 10, 2022, OWS has been extended a ten percent (10%) volume discount on the Firm's standard hourly rates. This discount was negotiated in recognition of the anticipated volume of work associated with the OWS application family and the expectation of a long-term prosecution relationship. The following rate structure applies to all time billed by C&H attorneys on Matter No. 1014-00005:

The ten percent volume discount applies uniformly to all time billed by C&H attorneys on this matter, regardless of the specific sub-family or sub-matter to which the time is charged. The discount does not apply to out-of-pocket costs, disbursements, or third-party charges.

Government filing fees, USPTO fees (including issue fees, maintenance fees, petition fees, and extension-of-time fees), and foreign associate fees incurred in connection with national-phase prosecution are billed to the Client at cost, with no markup. C&H will advance such fees on behalf of the Client and include them as disbursements on the monthly invoice, unless the Client elects to pay such fees directly. Any change to this arrangement requires written authorization from Marcus Whitfield or Sandra Koh.

The Engagement Letter further provides that C&H's standard hourly rates are subject to annual adjustment, typically effective January 1 of each calendar year, and that the Client will be notified in advance of any rate changes. The ten percent volume discount will continue to apply to the adjusted rates for the duration of the engagement, unless the parties agree otherwise in writing.

5.2 Billing Codes

The following billing codes have been established for this engagement and should be used by all timekeepers when recording time and expenses:

Sub-matter codes will be established as individual applications within the family are filed with the USPTO, WIPO, or foreign patent offices. The sub-matter structure is anticipated to follow the sub-family organization described in Section 3.1:

• Sub-Family A: Core Modulator Architecture (sub-matter codes to be assigned upon filing of the first non-provisional application in this sub-family)

• Sub-Family B: Electrode Fabrication Process (sub-matter codes to be assigned upon filing of the first non-provisional application in this sub-family)

• Sub-Family C: Packaging and Thermal Management (sub-matter codes to be assigned if and when the scope of the engagement expands to include this sub-family)

All timekeepers are instructed to use task-based billing codes in accordance with the Uniform Task-Based Management System ("UTBMS") standards applicable to patent prosecution work (UTBMS Code Set: Intellectual Property — Patent Prosecution, including activity codes for drafting, prosecution, client communication, and administrative tasks). The use of UTBMS codes is required by OWS's legal billing platform (Stonefield Data Systems) and is necessary for the Client's internal cost-tracking and reporting purposes. Timekeepers should consult the Firm's UTBMS reference guide or contact the Finance & Billing Department for guidance on proper code assignment.

5.3 Billing Cycle

Invoices for this matter will be generated on a monthly cycle. All time and disbursements incurred during a calendar month will be compiled, reviewed by the Billing Partner (Alan Ngo), and submitted to the Client by the fifteenth (15th) business day of the following month, or as soon thereafter as is practicable.

Payment terms are Net 30 from the date of invoice, as specified in the Engagement Letter. The Firm reserves the right to assess late-payment charges on invoices outstanding beyond sixty (60) days, subject to the terms of the Engagement Letter and applicable professional responsibility rules.

All invoices should be addressed to:

Optiwave Semiconductor Corp.

Attn: Accounts Payable / Sandra Koh

4710 Ridgeview Parkway, Suite 300 Santa Clara, CA 95054

Electronic copies of all invoices should also be submitted through the Stonefield Data Systems legal billing platform, as noted above. The Finance & Billing Department should coordinate with Ms. Koh to complete the Stonefield Data Systems onboarding process within thirty (30) days of the matter opening date.

6. CONFLICT CLEARANCE

A comprehensive conflict check was completed on February 7, 2022, in accordance with the Firm's conflicts-clearance procedures, as documented in a separate Conflict Check Memorandum of the same date. The conflict check encompassed the following parties: Optiwave Semiconductor Corp.; its officers, directors, and key personnel (including Dr. Rajan Menon, Marcus Whitfield, Sandra Koh, Dr. Lena Strickland, Daniel Everhart, Dr. Feng-Yi Chen, and Dr. Arjun Dasgupta); Harborview Partners, and its principals (Theodore Hargrove and Christine Paulsen); and all known adverse parties, competitors, and related entities identified by OWS in the new-matter intake questionnaire.

No disqualifying conflicts of interest were identified as a result of the conflict check. In particular, the Firm confirmed the following:

(a) The Firm does not currently represent, and has not within the preceding five (5) years represented, Pinnacle Optics, Inc., which has been identified as OWS's primary competitor in the silicon-photonics modulator space. Pinnacle Optics, Inc. is a Delaware corporation with its principal offices at 7200 Gateway Boulevard, Newark, CA 94560. Pinnacle Optics holds the blocking patent family discussed in Section 8 below.

(b) The Firm does not currently represent, and has not within the preceding five (5) years represented, Cavanaugh Holt & Sayer LLP, the law firm that serves as outside patent counsel to Pinnacle Optics, Inc. Cavanaugh Holt & Sayer LLP is located at 1300 I Street NW, Suite 900, Washington, DC 20005. The lead partner at Cavanaugh Holt & Sayer responsible for the Pinnacle Optics patent portfolio is Grant Sayer.

(c) The Firm does not currently represent Kessler & Morin LLP, OWS's prior outside patent counsel, in any matter, and there are no conflicts arising from the counsel transition.

(d) No Firm attorney or staff member has a personal or financial interest in OWS, Veltrano Capital Partners, or any entity identified in the conflict check that would give rise to a conflict of interest under the California Rules of Professional Conduct or the ABA Model Rules of Professional Conduct.

The conflict-check clearance was reviewed and approved by both Catherine Bloom (Responsible Partner) and Alan Ngo (Billing Partner). No conflict waivers were required at this time. Should the scope of the engagement expand to include matters that implicate additional parties (e.g., inter partes review proceedings, licensing negotiations, or litigation-related prosecution), a supplemental conflict check will be conducted at that time.

7. THIRD-PARTY SERVICE PROVIDERS

The following third-party service providers have been identified as relevant to the administration and prosecution of the OWS application family. The Firm's engagement team should coordinate with these providers as described below.

7.1 Patent Annuity / Docketing Agent

Trident intellectual Property Services, LLC 9800 Northwest Freeway, Suite 420 Houston, TX 77092 Account Manager for OWS: Lisa Cheng

Trident intellectual Property Services, LLC ("Trident IPS") is a third-party IP management and annuity-payment service provider retained directly by OWS for the management of its global patent portfolio. Trident IPS provides maintenance-fee tracking and payment services, PCT national-phase deadline management, foreign associate coordination, and portfolio reporting for OWS's existing and future patent assets. Trident IPS maintains a parallel docketing system for all OWS patent applications and issued patents.

C&H is expected to coordinate with Trident IPS on docketing and deadline management for the applications filed under this engagement. Specifically, Peter Vassiliev, as the primary docket liaison for the matter, should ensure that all new filings are reported to Lisa Cheng at Trident IPS promptly upon filing so that Trident IPS can establish corresponding docket entries in its system. The parallel docketing arrangement between C&H and Trident IPS is intended to provide a redundant deadline-monitoring safeguard and is a requirement of OWS's internal IP management policies. Any discrepancies between C&H's docket and Trident IPS's docket should be immediately investigated and reconciled.

Trident IPS is retained and compensated directly by OWS. C&H does not have a fee-sharing, referral, or compensation arrangement with Trident IPS, and Trident IPS's fees are not included in C&H's invoices to OWS.

7.2 Foreign Associates (Anticipated)

The following foreign associate firms have been identified for potential engagement in connection with national-phase entries of PCT applications filed under this engagement. Formal engagement of these foreign associates will occur at the time national-phase entries are initiated, subject to the Client's authorization and C&H's satisfaction with each firm's conflict-clearance and engagement terms.

Japan:

Nakashima & Togawa Patent Professional Corporation 2-4-16 Toranomon, Minato-ku, Tokyo 105-0001, Japan Lead Attorney: Kenji Nakashima

Nakashima & Togawa is a well-established Japanese patent prosecution firm with particular expertise in semiconductor and optoelectronic technologies. The firm has been recommended by Sandra Koh based on OWS's prior positive experience with the firm's handling of earlier national-phase entries in Japan prosecuted through K&M.

Europe (European Patent Office):

Breitenfeld & Vogt Patentanwälte PartGmbB Leopoldstrasse 44, 80802 Munich, Germany Lead Attorney: Dr. Matthias Vogt

Breitenfeld & Vogt is a Munich-based European patent attorney firm with significant experience in prosecuting semiconductor and photonics patent applications before the European Patent Office. The firm was identified through C&H's existing network of European patent associates and has been vetted for technical competence and capacity.

Both foreign associate firms will be formally engaged as national-phase entries are initiated, which is expected to occur following the filing of PCT international applications in mid-2022. Peter Vassiliev will be responsible for coordinating with these firms on national-phase filing requirements, prosecution instructions, and deadline management.

8. RELATED MATTERS AND CROSS-REFERENCES

The following matters, relationships, and external considerations are relevant to the OWS patent prosecution engagement and should be noted by the engagement team for context and coordination purposes.

Lender Considerations and IP-Collateral Obligations. OWS maintains a $55 million senior secured revolving credit facility (the "Credit Facility") with Meridian National Bank, N.A. ("Meridian"), located at 600 Travis Street, Houston, TX 77002. The Relationship Manager at Meridian for the OWS account is Brian Hartwell. The Credit Facility was originally dated September 30, 2020, and was amended and restated on March 15, 2022.

Significantly, the Credit Facility includes an intellectual property collateral pledge under which OWS has granted Meridian a security interest in substantially all of its intellectual property assets, including patents, patent applications, and related rights. Section 5.15 of the Credit Facility imposes affirmative covenants requiring OWS to maintain and prosecute its "Material intellectual Property" (as defined in the Credit Facility) in a commercially reasonable manner and to take all actions necessary to preserve the validity and enforceability of such intellectual property. The Credit Facility further requires OWS to update Schedule 5.15(a) periodically to include newly filed patent applications.

The C&H engagement team should be aware that the applications filed under this engagement will likely constitute "Material intellectual Property" under the Credit Facility and that OWS has a contractual obligation to its lender to diligently prosecute these applications. While C&H is not engaged to provide advice on OWS's compliance with its credit facility covenants, the team should be prepared to provide OWS's in-house counsel with timely filing confirmations, application serial numbers, and status updates that OWS may need to satisfy its reporting obligations to Meridian. Sandra Koh should be consulted regarding the specific information format required for Schedule 5.15(a) updates.

IP Valuation. Harborview Partners, as majority equity sponsor, has previously retained Graystone Valuation Advisors, LLC ("Graystone") for intellectual property portfolio valuation work in connection with the 2019 leveraged recapitalization and subsequent portfolio assessments. Graystone's principal office is located at 150 North Wacker Drive, Suite 2200, Chicago, IL 60606, and the Lead Engagement Partner for the OWS valuation work is Rebecca Thornton. While C&H is not directly involved in IP valuation matters, the engagement team should be aware that prosecution outcomes — including the scope and strength of issued claims — may have implications for future IP valuations commissioned by Veltrano Capital. This consideration underscores the importance of thoughtful claim drafting and strategic prosecution that maximizes the commercial value and defensive breadth of the patent portfolio.

Competitive Landscape and Design-Around Strategy. OWS's pending patent claims are being developed in part as a design-around strategy relative to a blocking patent family held by Pinnacle Optics, Inc. ("Pinnacle"). The relevant Pinnacle patents include:

• U.S. Patent No. 10,823,417, issued November 3, 2020; and

• U.S. Patent No. 11,105,662, issued August 31, 2021.

These Pinnacle patents cover certain aspects of silicon-photonic modulator design that overlap with the technical space in which OWS operates. OWS's engineering team, under the direction of Dr. Strickland, has developed the next-generation modulator architecture in part to design around the Pinnacle blocking patents while achieving superior performance characteristics. The C&H prosecution team should be mindful of the Pinnacle patent family during claims drafting and prosecution and should take care to craft claims that are both commercially valuable and distinguishable from the Pinnacle prior art.

Pinnacle Optics is represented by Cavanaugh Holt & Sayer LLP, located at 1300 I Street NW, Suite 900, Washington, DC 20005. The lead partner at Cavanaugh Holt & Sayer responsible for the Pinnacle Optics patent portfolio is Grant Sayer. As noted in Section 6, C&H does not represent Pinnacle Optics or Cavanaugh Holt & Sayer in any matter, and no conflict of interest exists.

The engagement team should note that this matter is limited to patent prosecution and does not encompass formal freedom-to-operate opinions, invalidity analyses, or litigation support related to the Pinnacle patents. If OWS requests such services in the future, a separate matter would be opened and a supplemental conflict check conducted.

9. KEY NAMED INVENTORS

The following individuals are expected to be named as inventors on one or more applications within the OWS application family. Inventor declarations (37 C.F.R. § 1.63) and assignment documents will need to be prepared and executed for each inventor with respect to each application on which he or she is named. The C&H prosecution team should coordinate with Sandra Koh to schedule invention disclosure interviews with each inventor and to obtain executed declarations and assignments in advance of each filing.

1. Dr. Rajan Menon — Chief Executive Officer, Optiwave Semiconductor Corp. Dr. Menon holds a Ph.D. in Electrical Engineering from the University of California, Berkeley. He is a co-founder of OWS and has been intimately involved in the conceptual development of the next-generation modulator architecture. Dr. Menon is expected to be named as an inventor on applications within Sub-Family A (Core Modulator Architecture).

2. Dr. Lena Strickland — Vice President, Engineering, Optiwave Semiconductor Corp. Dr. Strickland holds a Ph.D. in Photonics from the Massachusetts Institute of Technology. She leads OWS's engineering team and has been the principal architect of the segmented traveling-wave electrode design. Dr. Strickland is expected to be named as an inventor on applications within all three sub-families.

3. Dr. Feng-Yi Chen — Principal Engineer, Optiwave Semiconductor Corp. Dr. Chen holds a Ph.D. in Materials Science from Stanford University. He is responsible for the materials science and thin-film process development aspects of the electrode fabrication technology. Dr. Chen is expected to be named as an inventor on applications within Sub-Family B (Electrode Fabrication Process) and potentially Sub-Family C (Packaging and Thermal Management).

4. Dr. Arjun Dasgupta — Senior Design Engineer, Optiwave Semiconductor Corp. Dr. Dasgupta holds a Ph.D. in Electrical Engineering from the Georgia Institute of Technology. He has contributed to the circuit-level design and simulation of the modulator architecture and to the development of packaging integration solutions. Dr. Dasgupta is expected to be named as an inventor on applications within Sub-Family A (Core Modulator Architecture) and Sub-Family C (Packaging and Thermal Management).

The foregoing inventor identifications are preliminary and are based on information provided by Sandra Koh and Dr. Strickland during the engagement intake process. Final inventorship determinations for each application will be made by the C&H prosecution team following detailed invention disclosure interviews and in accordance with applicable legal standards under 35 U.S.C. § 116.

10. DOCKETING AND CALENDAR INSTRUCTIONS

All statutory and regulatory deadlines associated with the OWS application family shall be entered into the Firm's docketing system (currently DocketTrak) immediately upon receipt of filing confirmations, office action notifications, or any other correspondence from the USPTO, WIPO, EPO, JPO, or any other patent office. Peter Vassiliev has been designated as the primary docket liaison for this matter and is responsible for ensuring that all deadlines are properly calendared and tracked.

The Firm's Docketing Department should establish the following deadline reminder intervals for all statutory and regulatory deadlines associated with this matter:

• 90-day advance reminder

• 60-day advance reminder

• 30-day advance reminder

• 14-day advance reminder

Reminder notifications should be sent to Peter Vassiliev (primary docket liaison), Christy Bauer (Lead Associate), and Catherine Bloom (Responsible Partner). In addition, reminder notifications for international filing deadlines (PCT and national-phase) should be copied to Sandra Koh at OWS and Lisa Cheng at Trident IPS to ensure parallel awareness of approaching deadlines.

Mr. Vassiliev is further responsible for coordinating with Trident IPS to ensure that C&H's docketing records and Trident IPS's docketing records are synchronized. A monthly docket reconciliation report should be prepared by Mr. Vassiliev and shared with Ms. Koh and Ms. Cheng to identify and resolve any discrepancies.

Critical Near-Term Deadline. The provisional application (U.S. Provisional Application No. 63/297,841) was filed on January 10, 2022, and has a twelve-month statutory term under 35 U.S.C. § 111(b) that expires on January 10, 2023. All priority-preserving non-provisional utility applications and PCT international applications claiming the benefit of the provisional application must be filed on or before that date. This deadline is absolute and non-extendable. The C&H prosecution team should work backward from the January 10, 2023 deadline to establish an internal filing timeline that provides adequate lead time for specification drafting, claims development, client review, inventor declaration execution, and quality assurance review. A preliminary filing timeline should be prepared and circulated to Ms. Koh and Ms. Bloom no later than March 15, 2022.

11. FILE MANAGEMENT

All electronic files related to this engagement shall be maintained on the Firm's document management system ("DMS"), currently Vireo Data Systems, under the master matter number 1014-00005. The following file structure should be established upon matter opening:

• Administrative: Engagement Letter, Conflict Check Memorandum, Matter Opening Memorandum, billing records, and internal administrative correspondence.

• Correspondence — Client: All correspondence with OWS personnel, including emails, memoranda, and meeting notes.

• Correspondence — USPTO / WIPO: All filings, office actions, filing receipts, and other correspondence with the USPTO, WIPO, and international patent offices.

• Correspondence — Foreign Associates: All correspondence with Nakashima & Togawa, Breitenfeld & Vogt, and any other foreign associates engaged in connection with this matter.

• Correspondence — Third Parties: Correspondence with Trident IPS, Kessler & Morin (regarding file transfer), and any other third parties.

• Work Product — Drafts: Draft specifications, claims, office action responses, and other work product in progress.

• Work Product — Final / Filed: Final versions of all filed documents, including specifications, claims, drawings, declarations, assignments, and prosecution responses.

• Prior Art / Technical References: Prior art references, technical literature, OWS technical disclosures, and invention disclosure forms.

• Sub-Family A: Sub-folder for applications within the Core Modulator Architecture sub-family, with individual application-level sub-folders to be created as applications are filed.

• Sub-Family B: Sub-folder for applications within the Electrode Fabrication Process sub-family.

• Sub-Family C: Sub-folder for applications within the Packaging and Thermal Management sub-family (to be created when this sub-family is activated).

Sub-folders should be created for each individual application within the family as applications are prepared and filed. Each application-level sub-folder should contain, at a minimum, the following document categories: specification and claims, drawings, filing receipt, office actions, responses, declarations, assignments, and miscellaneous correspondence.

All correspondence with the Client, the USPTO, WIPO, EPO, JPO, and foreign associates should be filed chronologically within the appropriate correspondence sub-folder. All work product should be marked as "Attorney-Client Privileged / Work Product" where applicable, in accordance with the Firm's document classification policies.

Physical files for this matter, to the extent hard-copy documents are generated or received, shall be maintained at the Firm's San Francisco office, intellectual Property Group file room. The physical file location should be recorded in the Firm's file management database. Given the increasingly electronic nature of patent prosecution, the volume of physical files for this matter is expected to be minimal; however, original executed declarations, assignments, and powers of attorney should be retained in hard copy as a matter of best practice.

12. SPECIAL INSTRUCTIONS AND NOTES

The following special instructions and cautionary notes are provided for the guidance of the engagement team and all Firm personnel involved in this matter.

Prior Counsel Transition — Priority Chain Verification. This engagement involves a transition from prior outside counsel, Kessler & Morin LLP, and certain applications to be filed under this engagement will claim priority to parent applications originally drafted and prosecuted by K&M. The C&H prosecution team must take particular care to verify that all priority claims to K&M-drafted parent applications are properly documented and that the disclosure in K&M's parent applications provides adequate written description and enablement support for the continuation or CIP claims to be pursued under this engagement. Any questions regarding the scope of disclosure in K&M's parent applications should be flagged with Ms. Bloom and discussed with Sandra Koh before filing. Failure to properly establish priority chains could result in loss of priority dates and potential invalidity of downstream applications, which would be detrimental to OWS's patent portfolio and potentially implicate the IP collateral covenants in OWS's credit facility.

Veltrano Capital Partners — Privileged Communications. Harborview Partners, as majority equity sponsor holding a 72% equity stake in OWS, may from time to time direct budget and strategic decisions regarding the IP prosecution program, including prosecution prioritization, international filing scope, and annual prosecution spend targets. Veltrano Capital's Operating Partner for the Technology Sector, Christine Paulsen, and Managing Partner, Theodore Hargrove, may attend certain strategic review meetings or request updates on prosecution status. However, all team members should be clearly aware that the attorney-client relationship established under the Engagement Letter is with Optiwave Semiconductor Corp. as the corporate entity, and not with Veltrano Capital Partners or any of its individual partners. All privileged communications should be directed to OWS personnel — specifically, Marcus Whitfield and Sandra Koh — unless the Client has provided express written authorization permitting C&H to share privileged information with Veltrano Capital representatives. Any request from Veltrano Capital personnel for privileged information should be referred to Ms. Bloom, who will consult with Mr. Whitfield before responding. This protocol is essential to preserving the attorney-client privilege and avoiding any inadvertent waiver.

Enhanced Confidentiality Protocols. The OWS technology at issue in this engagement involves classified and trade-secret photonics design information, including proprietary device architectures, fabrication process parameters, material compositions, and performance specifications that are central to OWS's competitive position. All team members assigned to this matter should observe enhanced confidentiality protocols, including the following:

(a) Technical documents and invention disclosures received from OWS should be stored only on the Firm's secure DMS and should not be downloaded to local devices, personal email accounts, or external storage media without prior authorization from Ms. Bloom.

(b) Draft specifications and claims should be transmitted to OWS exclusively through the Firm's secure file-sharing platform or encrypted email. Unencrypted email transmission of technical specifications or claims drafts is prohibited.

(c) Discussions of OWS's trade-secret technology should not occur in public settings or on unsecured communication channels. Conference calls with OWS personnel regarding technical subject matter should be conducted on the Firm's secure conferencing platform.

(d) All team members should refrain from discussing the substance of OWS's technology with Firm personnel who are not assigned to this matter, consistent with the Firm's standard information-barrier policies.

These enhanced confidentiality protocols are in addition to, and not in lieu of, the Firm's standard confidentiality obligations under the California Rules of Professional Conduct, the Engagement Letter, and any separate confidentiality or non-disclosure agreements that may be executed between C&H and OWS.

13. APPROVALS

The undersigned have reviewed this Matter Opening Memorandum and approve the opening of Matter No. 1014-00005 in accordance with the Firm's matter-opening policies and procedures. By signing below, the Responsible Partner and Billing Partner each confirm that (a) the engagement has been authorized by the Client through a fully executed Engagement Letter; (b) conflict clearance has been completed and no disqualifying conflicts have been identified; (c) the engagement team has been properly staffed and notified of their assignments; and (d) all administrative, billing, and docketing systems should be activated for this matter effective February 14, 2022.

RESPONSIBLE PARTNER APPROVAL

________________________________________

Catherine Bloom Partner, intellectual Property Group Calderwood & Harkness LLP

Date: February 14, 2022

BILLING PARTNER APPROVAL

________________________________________

Alan Ngo Partner, intellectual Property Group Calderwood & Harkness LLP

Date: February 14, 2022

Copies to:

Finance & Billing Department Conflicts Department Docketing Department Matter File (1014-00005)

This memorandum is an internal administrative document of Calderwood & Harkness LLP and is intended solely for the use of the addressees identified above. It contains confidential information regarding the Firm's client relationships and engagement terms. This memorandum should not be distributed outside the Firm without the prior written authorization of the Responsible Partner.

Field	Detail
Full Legal Name	Optiwave Semiconductor Corp.
Short Name / Matter Reference	Optiwave Semi / OWS
Entity Type	Corporation
State of Incorporation	Delaware
Delaware Division of Corporations File No.	7284931
Date of Incorporation	April 12, 2017
California Secretary of State Entity No.	C4195872
Employer Identification Number (EIN)	83-2947105
Principal Headquarters Address	4710 Ridgeview Parkway, Suite 300, Santa Clara, CA 95054
Registered Agent (Delaware)	Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801
Industry Classification	Fabless semiconductor design — silicon-photonics integrated circuits for 800G/1.6T data-center optical transceivers
Year Founded	2017
Approximate Number of Employees	~185
Classification	Code / Description
Primary Practice Area	Intellectual Property — Patent Prosecution
Practice Group Code	IPP
Technology Sub-Classification	Semiconductor / Photonics Technology
Timekeeper Level	Standard Hourly Rate	discounted Hourly Rate (10% discount)
Partner	$895.00/hr	$805.50/hr
Senior Associate	$625.00/hr	$562.50/hr
Associate	$475.00/hr	$427.50/hr
Code Type	Code	Description
Matter Number	1014-00005	Master matter number for the OWS engagement
Client Code	OWS-001	Client-level code for Optiwave Semiconductor Corp.

Practice Group Code

CALDERWOOD & HARKNESS LLP 555 California Street, 42nd Floor San Francisco, California 94104
INTERNAL MEMORANDUM — CONFIDENTIAL / ADMINISTRATIVE
February 14, 2022
TO: Office of the General Counsel, Calderwood & Harkness LLP Finance & Billing Department
FROM: Catherine Bloom, Responsible Partner, intellectual Property Group
RE: New Matter Opening — Optiwave Semiconductor Corp. Patent Prosecution Engagement
MATTER NO.: 1014-00005
1. PURPOSE
This memorandum documents the formal opening of Matter No. 1014-00005 for the patent prosecution engagement of Optiwave Semiconductor Corp. ("OWS" or the "Client"). The purpose of this memorandum is to establish the administrative, financial, and operational record for the engagement and to ensure that all relevant departments within Calderwood & Harkness LLP ("C&H" or the "Firm") have the information necessary to properly support the matter from inception through its anticipated multi-year lifecycle.
The Engagement Letter governing this representation was executed on February 10, 2022. The Engagement Letter was countersigned by Marcus Whitfield, General Counsel of Optiwave Semiconductor Corp., and a fully executed original has been placed in the matter file. A copy has been transmitted to the Finance & Billing Department for retention in accordance with the Firm's engagement letter archival policy.
Conflict clearance for this engagement was completed in accordance with Firm policy, as documented in a separate Conflict Check Memorandum dated February 7, 2022. That memorandum, prepared by the Conflicts Department with review and sign-off by both the Responsible Partner and the Billing Partner, confirmed the absence of any disqualifying conflicts of interest that would preclude the Firm's representation of OWS in the described matter. The Conflict Check Memorandum is incorporated herein by reference and has been filed in the matter's administrative sub-folder.
Based on the foregoing, this matter is being formally opened effective February 14, 2022, and all timekeeping, docketing, billing, and file management systems should be activated for Matter No. 1014-00005 as of that date.
2. CLIENT INFORMATION
2.1 Client Identity
The following information identifies the Client entity and provides relevant corporate and organizational details for purposes of the Firm's client database, Know Your Client ("KYC") compliance, and anti-money-laundering screening requirements.
OWS is a fabless semiconductor design company specializing in the development of silicon-photonics integrated circuits for next-generation data-center optical interconnects. The company's core product line focuses on 800G and 1.6T optical transceiver modules, which rely on proprietary modulator architectures designed and taped out by OWS's engineering team and manufactured through foundry partnerships. OWS does not own or operate fabrication facilities; rather, it licenses process design kits and contracts with third-party foundries for wafer fabrication and packaging. The company maintains its principal offices and engineering laboratories at its Santa Clara headquarters.
Majority Equity Sponsor. OWS's majority equity holder is Harborview Partners, a Delaware limited partnership that acquired a 72% equity stake in OWS through a leveraged recapitalization completed in 2019 at an enterprise value of approximately $310 million. Harborview Partners maintains its principal office at 200 Lexington Avenue, 38th Floor, New York, NY 10016. The Managing Partner of Veltrano Capital Partners is Theodore "Ted" Hargrove. The Operating Partner for the Technology Sector at Veltrano Capital is Christine Paulsen. While Veltrano Capital is the majority equity sponsor and exercises significant governance rights over OWS, the attorney-client relationship established under the Engagement Letter is with OWS as the corporate entity, and Veltrano Capital is not a client of the Firm with respect to this engagement. Additional considerations regarding communications with Veltrano Capital personnel are addressed in Section 12 below.
2.2 Client Contacts
The following individuals at OWS have been identified as the primary contacts for purposes of this engagement:
Marcus Whitfield — General Counsel. Mr. Whitfield serves as OWS's General Counsel and is the primary legal contact for the engagement. He is the signatory on the Engagement Letter and has authority to authorize scope expansions, fee arrangements, and strategic prosecution decisions on behalf of OWS. All formal legal correspondence regarding the engagement should be directed to Mr. Whitfield unless he designates an alternative recipient.
Sandra Koh — IP Manager / In-House Patent Counsel. Ms. Koh is the day-to-day prosecution contact for this engagement. She manages OWS's internal patent docket, coordinates invention disclosure intake, and serves as the primary point of contact for routine prosecution matters, including office action strategy discussions, filing authorizations, and deadline management. Ms. Koh is also designated as the billing contact within OWS's legal department and will coordinate with OWS's accounts payable function on invoice processing.
Dr. Rajan Menon — Chief Executive Officer. Dr. Menon is the co-founder and CEO of OWS and is also expected to be named as an inventor on certain applications within the family. He may participate in strategic prosecution discussions, particularly those involving design-around considerations or competitive landscape analysis. Communications with Dr. Menon regarding prosecution strategy should be coordinated through Mr. Whitfield or Ms. Koh.
Dr. Lena Strickland — Vice President, Engineering. Dr. Strickland is the technical lead within OWS's engineering organization and serves as the primary technical contact for invention disclosures, prior art analysis, and prosecution support. She will be the principal technical liaison for the C&H prosecution team during specification drafting, claims development, and office action response preparation. Dr. Strickland is also expected to be named as an inventor on multiple applications within the family.
Daniel Everhart — Chief Financial Officer. Mr. Everhart is the financial and billing contact for purposes of budget discussions, annual prosecution spend forecasting, and any fee arrangement modifications. He does not have direct involvement in prosecution strategy but may participate in discussions regarding prosecution prioritization and cost management.
2.3 Billing Address
All invoices for this matter should be directed to the following address:
Optiwave Semiconductor Corp.
Attn: Accounts Payable / Sandra Koh
4710 Ridgeview Parkway, Suite 300 Santa Clara, CA 95054
Electronic invoice delivery is also authorized. Ms. Koh has indicated that OWS uses the Stonefield Data Systems legal billing platform and has requested that C&H submit invoices through that platform in addition to providing hard-copy originals. The Finance & Billing Department should coordinate with Ms. Koh to establish electronic billing connectivity prior to the issuance of the first monthly invoice.
3. MATTER DESCRIPTION
3.1 Scope of Engagement
This engagement encompasses patent prosecution representation for OWS with respect to a family of related U.S. and international patent applications covering OWS's next-generation silicon-photonics modulator architecture. The technology at issue involves multi-channel silicon-photonic Mach-Zehnder modulator ("MZM") designs incorporating a segmented traveling-wave electrode architecture that enables high-bandwidth modulation at data rates suitable for 800G and 1.6T optical transceiver applications. The modulator architecture is a critical component of OWS's product roadmap and represents the company's principal area of competitive differentiation in the rapidly evolving silicon-photonics market.
The scope of the engagement, as defined in the Engagement Letter dated February 10, 2022, includes the following categories of work:
(a) Drafting and filing of non-provisional utility patent applications with the United States Patent and Trademark Office ("USPTO"), including preparation of specifications, claims, drawings, and all requisite supporting documentation;
(b) Preparation and filing of continuation applications and continuation-in-part ("CIP") applications as warranted by ongoing development of the OWS modulator platform;
(c) Preparation and filing of Patent Cooperation Treaty ("PCT") international applications designating all contracting states, including preparation of international search request forms and coordination with the International Searching Authority;
(d) Coordination of foreign national-phase entries in designated jurisdictions, including Japan and Europe (European Patent Office), through engagement and oversight of foreign associate counsel;
(e) Prosecution of office actions issued by the USPTO, the European Patent Office ("EPO"), the Japan Patent Office ("JPO"), and any other patent offices in which the application family is prosecuted, including preparation of responses, amendments, arguments, declarations, and requests for continued examination;
(f) Strategic counseling regarding claim scope, prosecution strategy, patent portfolio architecture, freedom-to-operate considerations as they relate to prosecution claim drafting, and coordination with the Client's broader IP strategy; and
(g) Such additional patent prosecution work as may be authorized by the Client from time to time within the scope of the attorney-client relationship established by the Engagement Letter.
The application family at issue claims priority to U.S. Provisional Application No. 63/297,841, which was filed on January 10, 2022, by OWS's prior outside counsel, Kessler & Morin LLP, of McLean, Virginia. The provisional application establishes the earliest effective filing date for the family and sets a statutory 12-month deadline for the filing of priority-preserving non-provisional and PCT applications, as discussed further in Section 10 below.
The prosecution docket for this engagement is expected to encompass approximately twelve (12) related applications organized across three sub-families, as follows:
•  Sub-Family A — Core Modulator Architecture: Applications directed to the fundamental MZM design, including multi-channel configurations, waveguide geometry, optical coupling architectures, and modulator-level system integration;
•  Sub-Family B — Electrode Fabrication Process: Applications directed to the segmented traveling-wave electrode design and associated fabrication methods, including thin-film deposition processes, lithographic patterning techniques, and impedance-matching structures; and
•  Sub-Family C — Packaging and Thermal Management: Applications directed to modulator packaging solutions, thermal management architectures, and co-packaged optics integration approaches.
The exact number of applications and the division of subject matter across sub-families will be refined as the prosecution strategy is developed in consultation with Dr. Strickland and Ms. Koh. Sub-Family C may be added to the active docket at a later date depending on the maturation of OWS's packaging technology and the Client's strategic priorities.
3.2 Prior Counsel Transition
OWS was previously represented in patent prosecution matters by Kessler & Morin LLP ("K&M"), located at 1750 Tysons Boulevard, Suite 800, McLean, Virginia 22102. The lead partner at K&M responsible for the OWS relationship was Dr. Helen Kessler. K&M prosecuted OWS's existing patent portfolio from the company's founding in 2017 through year-end 2021, during which period K&M secured a total of thirty-one (31) issued U.S. utility patents on behalf of OWS covering various aspects of the company's earlier-generation silicon-photonics technology.
OWS has elected to transition its patent prosecution work to C&H for the next-generation modulator platform, effective with this engagement. The decision to transition counsel was driven by OWS's desire to engage a firm with deeper bench strength in semiconductor-process patent prosecution and with the capacity to manage a larger, more complex international filing program as OWS's technology platform matures. K&M will continue to handle certain legacy maintenance matters on OWS's existing portfolio, and C&H does not anticipate taking over the prosecution of any pending K&M-originated applications at this time, unless the Client specifically requests such a transition in the future.
Certain continuation applications to be filed under this engagement will claim priority to parent applications that were originally drafted and prosecuted by K&M. It is therefore essential that the C&H prosecution team conduct a thorough review of the relevant K&M prosecution histories to ensure that priority chains are properly established and that continuation or CIP claims are consistent with the disclosure of the parent applications. A file transfer from K&M to C&H is currently in progress. Sandra Koh is coordinating with K&M's records department to arrange the transfer of complete prosecution histories, inventor declarations, assignment records, and related documentation. The C&H team should follow up with Ms. Koh on a weekly basis until the file transfer is confirmed complete.
3.3 Practice Area Classification
For purposes of the Firm's internal practice area tracking, reporting, and staffing systems, this matter is classified as follows:
4. ENGAGEMENT TEAM ASSIGNMENTS
The following attorneys have been assigned to the engagement team for Matter No. 1014-00005. Timekeeping codes for each team member should be activated in the billing system as of the matter opening date.
4.1 Responsible Partner
Catherine Bloom Partner, intellectual Property Group Calderwood & Harkness LLP USPTO Registration No.: 58,412
Ms. Bloom has twenty-two (22) years of experience in semiconductor and photonics patent prosecution and has managed patent portfolios for numerous fabless semiconductor companies, integrated device manufacturers, and optical component developers. She will serve as the Responsible Partner for this engagement, with overall responsibility for matter supervision, client relationship management, strategic prosecution direction, and quality assurance of all filings submitted to the USPTO, WIPO, and foreign patent offices. Ms. Bloom will participate directly in key prosecution strategy decisions, including claim architecture for the initial non-provisional applications, response strategies for substantive office actions, and any appeal or inter partes proceedings that may arise during prosecution.
4.2 Billing Partner
Alan Ngo Partner, intellectual Property Group Calderwood & Harkness LLP USPTO Registration No.: 61,877
Mr. Ngo will serve as the Billing Partner for this engagement, with responsibility for financial oversight of the matter, billing review, invoice generation, accounts receivable management, and compliance with the fee arrangement set forth in the Engagement Letter. Mr. Ngo will review all monthly invoices prior to submission to the Client, ensure that the negotiated volume discount is properly applied, and monitor the matter's financial performance against internal budget projections. Mr. Ngo will also serve as the primary point of contact for any billing inquiries from OWS's finance team and will coordinate with Daniel Everhart on annual budget forecasting for the prosecution program.
4.3 Lead Associate
Christy Bauer Associate, intellectual Property Group Calderwood & Harkness LLP USPTO Registration No.: 74,329
Ms. Bauer will serve as the Lead Associate for this engagement. She will function as the primary drafter for the OWS application family, with day-to-day responsibility for specification and claims drafting, office action response preparation, and prosecution strategy development under the supervision of Ms. Bloom. Ms. Bauer has substantial experience in drafting semiconductor and photonic-device patent applications and has previously worked on silicon-photonics prosecution matters for other Firm clients. She will serve as the principal technical interface with Dr. Strickland for purposes of invention disclosure intake, technical due diligence, and prior art analysis. Ms. Bauer will also coordinate directly with Sandra Koh on routine prosecution matters, filing authorizations, and docketing confirmations.
4.4 Working Associate
Peter Vassiliev Associate, intellectual Property Group Calderwood & Harkness LLP USPTO Registration No.: 79,514
Mr. Vassiliev will serve as a Working Associate on the engagement, with primary responsibility for international filing matters, including the preparation and filing of PCT international applications, coordination with foreign associate counsel for national-phase entries, and prosecution of office actions issued by foreign patent offices. Mr. Vassiliev will also handle office action responses, extensions of time, and other routine USPTO filings as workload and capacity require. Additionally, Mr. Vassiliev has been designated as the primary docket liaison for this matter, as described in Section 10 below, and will be responsible for coordinating with the Firm's Docketing Department and with Trident intellectual Property Services, LLC on deadline management and parallel docketing verification.
5. FEE ARRANGEMENTS AND BILLING CODES
5.1 Hourly Rate Structure
Pursuant to the Engagement Letter dated February 10, 2022, OWS has been extended a ten percent (10%) volume discount on the Firm's standard hourly rates. This discount was negotiated in recognition of the anticipated volume of work associated with the OWS application family and the expectation of a long-term prosecution relationship. The following rate structure applies to all time billed by C&H attorneys on Matter No. 1014-00005:
The ten percent volume discount applies uniformly to all time billed by C&H attorneys on this matter, regardless of the specific sub-family or sub-matter to which the time is charged. The discount does not apply to out-of-pocket costs, disbursements, or third-party charges.
Government filing fees, USPTO fees (including issue fees, maintenance fees, petition fees, and extension-of-time fees), and foreign associate fees incurred in connection with national-phase prosecution are billed to the Client at cost, with no markup. C&H will advance such fees on behalf of the Client and include them as disbursements on the monthly invoice, unless the Client elects to pay such fees directly. Any change to this arrangement requires written authorization from Marcus Whitfield or Sandra Koh.
The Engagement Letter further provides that C&H's standard hourly rates are subject to annual adjustment, typically effective January 1 of each calendar year, and that the Client will be notified in advance of any rate changes. The ten percent volume discount will continue to apply to the adjusted rates for the duration of the engagement, unless the parties agree otherwise in writing.
5.2 Billing Codes
The following billing codes have been established for this engagement and should be used by all timekeepers when recording time and expenses:
Sub-matter codes will be established as individual applications within the family are filed with the USPTO, WIPO, or foreign patent offices. The sub-matter structure is anticipated to follow the sub-family organization described in Section 3.1:
•  Sub-Family A: Core Modulator Architecture (sub-matter codes to be assigned upon filing of the first non-provisional application in this sub-family)
•  Sub-Family B: Electrode Fabrication Process (sub-matter codes to be assigned upon filing of the first non-provisional application in this sub-family)
•  Sub-Family C: Packaging and Thermal Management (sub-matter codes to be assigned if and when the scope of the engagement expands to include this sub-family)
All timekeepers are instructed to use task-based billing codes in accordance with the Uniform Task-Based Management System ("UTBMS") standards applicable to patent prosecution work (UTBMS Code Set: Intellectual Property — Patent Prosecution, including activity codes for drafting, prosecution, client communication, and administrative tasks). The use of UTBMS codes is required by OWS's legal billing platform (Stonefield Data Systems) and is necessary for the Client's internal cost-tracking and reporting purposes. Timekeepers should consult the Firm's UTBMS reference guide or contact the Finance & Billing Department for guidance on proper code assignment.
5.3 Billing Cycle
Invoices for this matter will be generated on a monthly cycle. All time and disbursements incurred during a calendar month will be compiled, reviewed by the Billing Partner (Alan Ngo), and submitted to the Client by the fifteenth (15th) business day of the following month, or as soon thereafter as is practicable.
Payment terms are Net 30 from the date of invoice, as specified in the Engagement Letter. The Firm reserves the right to assess late-payment charges on invoices outstanding beyond sixty (60) days, subject to the terms of the Engagement Letter and applicable professional responsibility rules.
All invoices should be addressed to:
Optiwave Semiconductor Corp.
Attn: Accounts Payable / Sandra Koh
4710 Ridgeview Parkway, Suite 300 Santa Clara, CA 95054
Electronic copies of all invoices should also be submitted through the Stonefield Data Systems legal billing platform, as noted above. The Finance & Billing Department should coordinate with Ms. Koh to complete the Stonefield Data Systems onboarding process within thirty (30) days of the matter opening date.
6. CONFLICT CLEARANCE
A comprehensive conflict check was completed on February 7, 2022, in accordance with the Firm's conflicts-clearance procedures, as documented in a separate Conflict Check Memorandum of the same date. The conflict check encompassed the following parties: Optiwave Semiconductor Corp.; its officers, directors, and key personnel (including Dr. Rajan Menon, Marcus Whitfield, Sandra Koh, Dr. Lena Strickland, Daniel Everhart, Dr. Feng-Yi Chen, and Dr. Arjun Dasgupta); Harborview Partners, and its principals (Theodore Hargrove and Christine Paulsen); and all known adverse parties, competitors, and related entities identified by OWS in the new-matter intake questionnaire.
No disqualifying conflicts of interest were identified as a result of the conflict check. In particular, the Firm confirmed the following:
(a) The Firm does not currently represent, and has not within the preceding five (5) years represented, Pinnacle Optics, Inc., which has been identified as OWS's primary competitor in the silicon-photonics modulator space. Pinnacle Optics, Inc. is a Delaware corporation with its principal offices at 7200 Gateway Boulevard, Newark, CA 94560. Pinnacle Optics holds the blocking patent family discussed in Section 8 below.
(b) The Firm does not currently represent, and has not within the preceding five (5) years represented, Cavanaugh Holt & Sayer LLP, the law firm that serves as outside patent counsel to Pinnacle Optics, Inc. Cavanaugh Holt & Sayer LLP is located at 1300 I Street NW, Suite 900, Washington, DC 20005. The lead partner at Cavanaugh Holt & Sayer responsible for the Pinnacle Optics patent portfolio is Grant Sayer.
(c) The Firm does not currently represent Kessler & Morin LLP, OWS's prior outside patent counsel, in any matter, and there are no conflicts arising from the counsel transition.
(d) No Firm attorney or staff member has a personal or financial interest in OWS, Veltrano Capital Partners, or any entity identified in the conflict check that would give rise to a conflict of interest under the California Rules of Professional Conduct or the ABA Model Rules of Professional Conduct.
The conflict-check clearance was reviewed and approved by both Catherine Bloom (Responsible Partner) and Alan Ngo (Billing Partner). No conflict waivers were required at this time. Should the scope of the engagement expand to include matters that implicate additional parties (e.g., inter partes review proceedings, licensing negotiations, or litigation-related prosecution), a supplemental conflict check will be conducted at that time.
7. THIRD-PARTY SERVICE PROVIDERS
The following third-party service providers have been identified as relevant to the administration and prosecution of the OWS application family. The Firm's engagement team should coordinate with these providers as described below.
7.1 Patent Annuity / Docketing Agent
Trident intellectual Property Services, LLC 9800 Northwest Freeway, Suite 420 Houston, TX 77092 Account Manager for OWS: Lisa Cheng
Trident intellectual Property Services, LLC ("Trident IPS") is a third-party IP management and annuity-payment service provider retained directly by OWS for the management of its global patent portfolio. Trident IPS provides maintenance-fee tracking and payment services, PCT national-phase deadline management, foreign associate coordination, and portfolio reporting for OWS's existing and future patent assets. Trident IPS maintains a parallel docketing system for all OWS patent applications and issued patents.
C&H is expected to coordinate with Trident IPS on docketing and deadline management for the applications filed under this engagement. Specifically, Peter Vassiliev, as the primary docket liaison for the matter, should ensure that all new filings are reported to Lisa Cheng at Trident IPS promptly upon filing so that Trident IPS can establish corresponding docket entries in its system. The parallel docketing arrangement between C&H and Trident IPS is intended to provide a redundant deadline-monitoring safeguard and is a requirement of OWS's internal IP management policies. Any discrepancies between C&H's docket and Trident IPS's docket should be immediately investigated and reconciled.
Trident IPS is retained and compensated directly by OWS. C&H does not have a fee-sharing, referral, or compensation arrangement with Trident IPS, and Trident IPS's fees are not included in C&H's invoices to OWS.
7.2 Foreign Associates (Anticipated)
The following foreign associate firms have been identified for potential engagement in connection with national-phase entries of PCT applications filed under this engagement. Formal engagement of these foreign associates will occur at the time national-phase entries are initiated, subject to the Client's authorization and C&H's satisfaction with each firm's conflict-clearance and engagement terms.
Japan:
Nakashima & Togawa Patent Professional Corporation 2-4-16 Toranomon, Minato-ku, Tokyo 105-0001, Japan Lead Attorney: Kenji Nakashima
Nakashima & Togawa is a well-established Japanese patent prosecution firm with particular expertise in semiconductor and optoelectronic technologies. The firm has been recommended by Sandra Koh based on OWS's prior positive experience with the firm's handling of earlier national-phase entries in Japan prosecuted through K&M.
Europe (European Patent Office):
Breitenfeld & Vogt Patentanwälte PartGmbB Leopoldstrasse 44, 80802 Munich, Germany Lead Attorney: Dr. Matthias Vogt
Breitenfeld & Vogt is a Munich-based European patent attorney firm with significant experience in prosecuting semiconductor and photonics patent applications before the European Patent Office. The firm was identified through C&H's existing network of European patent associates and has been vetted for technical competence and capacity.
Both foreign associate firms will be formally engaged as national-phase entries are initiated, which is expected to occur following the filing of PCT international applications in mid-2022. Peter Vassiliev will be responsible for coordinating with these firms on national-phase filing requirements, prosecution instructions, and deadline management.
8. RELATED MATTERS AND CROSS-REFERENCES
The following matters, relationships, and external considerations are relevant to the OWS patent prosecution engagement and should be noted by the engagement team for context and coordination purposes.
Lender Considerations and IP-Collateral Obligations. OWS maintains a $55 million senior secured revolving credit facility (the "Credit Facility") with Meridian National Bank, N.A. ("Meridian"), located at 600 Travis Street, Houston, TX 77002. The Relationship Manager at Meridian for the OWS account is Brian Hartwell. The Credit Facility was originally dated September 30, 2020, and was amended and restated on March 15, 2022.
Significantly, the Credit Facility includes an intellectual property collateral pledge under which OWS has granted Meridian a security interest in substantially all of its intellectual property assets, including patents, patent applications, and related rights. Section 5.15 of the Credit Facility imposes affirmative covenants requiring OWS to maintain and prosecute its "Material intellectual Property" (as defined in the Credit Facility) in a commercially reasonable manner and to take all actions necessary to preserve the validity and enforceability of such intellectual property. The Credit Facility further requires OWS to update Schedule 5.15(a) periodically to include newly filed patent applications.
The C&H engagement team should be aware that the applications filed under this engagement will likely constitute "Material intellectual Property" under the Credit Facility and that OWS has a contractual obligation to its lender to diligently prosecute these applications. While C&H is not engaged to provide advice on OWS's compliance with its credit facility covenants, the team should be prepared to provide OWS's in-house counsel with timely filing confirmations, application serial numbers, and status updates that OWS may need to satisfy its reporting obligations to Meridian. Sandra Koh should be consulted regarding the specific information format required for Schedule 5.15(a) updates.
IP Valuation. Harborview Partners, as majority equity sponsor, has previously retained Graystone Valuation Advisors, LLC ("Graystone") for intellectual property portfolio valuation work in connection with the 2019 leveraged recapitalization and subsequent portfolio assessments. Graystone's principal office is located at 150 North Wacker Drive, Suite 2200, Chicago, IL 60606, and the Lead Engagement Partner for the OWS valuation work is Rebecca Thornton. While C&H is not directly involved in IP valuation matters, the engagement team should be aware that prosecution outcomes — including the scope and strength of issued claims — may have implications for future IP valuations commissioned by Veltrano Capital. This consideration underscores the importance of thoughtful claim drafting and strategic prosecution that maximizes the commercial value and defensive breadth of the patent portfolio.
Competitive Landscape and Design-Around Strategy. OWS's pending patent claims are being developed in part as a design-around strategy relative to a blocking patent family held by Pinnacle Optics, Inc. ("Pinnacle"). The relevant Pinnacle patents include:
•  U.S. Patent No. 10,823,417, issued November 3, 2020; and
•  U.S. Patent No. 11,105,662, issued August 31, 2021.
These Pinnacle patents cover certain aspects of silicon-photonic modulator design that overlap with the technical space in which OWS operates. OWS's engineering team, under the direction of Dr. Strickland, has developed the next-generation modulator architecture in part to design around the Pinnacle blocking patents while achieving superior performance characteristics. The C&H prosecution team should be mindful of the Pinnacle patent family during claims drafting and prosecution and should take care to craft claims that are both commercially valuable and distinguishable from the Pinnacle prior art.
Pinnacle Optics is represented by Cavanaugh Holt & Sayer LLP, located at 1300 I Street NW, Suite 900, Washington, DC 20005. The lead partner at Cavanaugh Holt & Sayer responsible for the Pinnacle Optics patent portfolio is Grant Sayer. As noted in Section 6, C&H does not represent Pinnacle Optics or Cavanaugh Holt & Sayer in any matter, and no conflict of interest exists.
The engagement team should note that this matter is limited to patent prosecution and does not encompass formal freedom-to-operate opinions, invalidity analyses, or litigation support related to the Pinnacle patents. If OWS requests such services in the future, a separate matter would be opened and a supplemental conflict check conducted.
9. KEY NAMED INVENTORS
The following individuals are expected to be named as inventors on one or more applications within the OWS application family. Inventor declarations (37 C.F.R. § 1.63) and assignment documents will need to be prepared and executed for each inventor with respect to each application on which he or she is named. The C&H prosecution team should coordinate with Sandra Koh to schedule invention disclosure interviews with each inventor and to obtain executed declarations and assignments in advance of each filing.
1.  Dr. Rajan Menon — Chief Executive Officer, Optiwave Semiconductor Corp. Dr. Menon holds a Ph.D. in Electrical Engineering from the University of California, Berkeley. He is a co-founder of OWS and has been intimately involved in the conceptual development of the next-generation modulator architecture. Dr. Menon is expected to be named as an inventor on applications within Sub-Family A (Core Modulator Architecture).
2.  Dr. Lena Strickland — Vice President, Engineering, Optiwave Semiconductor Corp. Dr. Strickland holds a Ph.D. in Photonics from the Massachusetts Institute of Technology. She leads OWS's engineering team and has been the principal architect of the segmented traveling-wave electrode design. Dr. Strickland is expected to be named as an inventor on applications within all three sub-families.
3.  Dr. Feng-Yi Chen — Principal Engineer, Optiwave Semiconductor Corp. Dr. Chen holds a Ph.D. in Materials Science from Stanford University. He is responsible for the materials science and thin-film process development aspects of the electrode fabrication technology. Dr. Chen is expected to be named as an inventor on applications within Sub-Family B (Electrode Fabrication Process) and potentially Sub-Family C (Packaging and Thermal Management).
4.  Dr. Arjun Dasgupta — Senior Design Engineer, Optiwave Semiconductor Corp. Dr. Dasgupta holds a Ph.D. in Electrical Engineering from the Georgia Institute of Technology. He has contributed to the circuit-level design and simulation of the modulator architecture and to the development of packaging integration solutions. Dr. Dasgupta is expected to be named as an inventor on applications within Sub-Family A (Core Modulator Architecture) and Sub-Family C (Packaging and Thermal Management).
The foregoing inventor identifications are preliminary and are based on information provided by Sandra Koh and Dr. Strickland during the engagement intake process. Final inventorship determinations for each application will be made by the C&H prosecution team following detailed invention disclosure interviews and in accordance with applicable legal standards under 35 U.S.C. § 116.
10. DOCKETING AND CALENDAR INSTRUCTIONS
All statutory and regulatory deadlines associated with the OWS application family shall be entered into the Firm's docketing system (currently DocketTrak) immediately upon receipt of filing confirmations, office action notifications, or any other correspondence from the USPTO, WIPO, EPO, JPO, or any other patent office. Peter Vassiliev has been designated as the primary docket liaison for this matter and is responsible for ensuring that all deadlines are properly calendared and tracked.
The Firm's Docketing Department should establish the following deadline reminder intervals for all statutory and regulatory deadlines associated with this matter:
•  90-day advance reminder
•  60-day advance reminder
•  30-day advance reminder
•  14-day advance reminder
Reminder notifications should be sent to Peter Vassiliev (primary docket liaison), Christy Bauer (Lead Associate), and Catherine Bloom (Responsible Partner). In addition, reminder notifications for international filing deadlines (PCT and national-phase) should be copied to Sandra Koh at OWS and Lisa Cheng at Trident IPS to ensure parallel awareness of approaching deadlines.
Mr. Vassiliev is further responsible for coordinating with Trident IPS to ensure that C&H's docketing records and Trident IPS's docketing records are synchronized. A monthly docket reconciliation report should be prepared by Mr. Vassiliev and shared with Ms. Koh and Ms. Cheng to identify and resolve any discrepancies.
Critical Near-Term Deadline. The provisional application (U.S. Provisional Application No. 63/297,841) was filed on January 10, 2022, and has a twelve-month statutory term under 35 U.S.C. § 111(b) that expires on January 10, 2023. All priority-preserving non-provisional utility applications and PCT international applications claiming the benefit of the provisional application must be filed on or before that date. This deadline is absolute and non-extendable. The C&H prosecution team should work backward from the January 10, 2023 deadline to establish an internal filing timeline that provides adequate lead time for specification drafting, claims development, client review, inventor declaration execution, and quality assurance review. A preliminary filing timeline should be prepared and circulated to Ms. Koh and Ms. Bloom no later than March 15, 2022.
11. FILE MANAGEMENT
All electronic files related to this engagement shall be maintained on the Firm's document management system ("DMS"), currently Vireo Data Systems, under the master matter number 1014-00005. The following file structure should be established upon matter opening:
•  Administrative: Engagement Letter, Conflict Check Memorandum, Matter Opening Memorandum, billing records, and internal administrative correspondence.
•  Correspondence — Client: All correspondence with OWS personnel, including emails, memoranda, and meeting notes.
•  Correspondence — USPTO / WIPO: All filings, office actions, filing receipts, and other correspondence with the USPTO, WIPO, and international patent offices.
•  Correspondence — Foreign Associates: All correspondence with Nakashima & Togawa, Breitenfeld & Vogt, and any other foreign associates engaged in connection with this matter.
•  Correspondence — Third Parties: Correspondence with Trident IPS, Kessler & Morin (regarding file transfer), and any other third parties.
•  Work Product — Drafts: Draft specifications, claims, office action responses, and other work product in progress.
•  Work Product — Final / Filed: Final versions of all filed documents, including specifications, claims, drawings, declarations, assignments, and prosecution responses.
•  Prior Art / Technical References: Prior art references, technical literature, OWS technical disclosures, and invention disclosure forms.
•  Sub-Family A: Sub-folder for applications within the Core Modulator Architecture sub-family, with individual application-level sub-folders to be created as applications are filed.
•  Sub-Family B: Sub-folder for applications within the Electrode Fabrication Process sub-family.
•  Sub-Family C: Sub-folder for applications within the Packaging and Thermal Management sub-family (to be created when this sub-family is activated).
Sub-folders should be created for each individual application within the family as applications are prepared and filed. Each application-level sub-folder should contain, at a minimum, the following document categories: specification and claims, drawings, filing receipt, office actions, responses, declarations, assignments, and miscellaneous correspondence.
All correspondence with the Client, the USPTO, WIPO, EPO, JPO, and foreign associates should be filed chronologically within the appropriate correspondence sub-folder. All work product should be marked as "Attorney-Client Privileged / Work Product" where applicable, in accordance with the Firm's document classification policies.
Physical files for this matter, to the extent hard-copy documents are generated or received, shall be maintained at the Firm's San Francisco office, intellectual Property Group file room. The physical file location should be recorded in the Firm's file management database. Given the increasingly electronic nature of patent prosecution, the volume of physical files for this matter is expected to be minimal; however, original executed declarations, assignments, and powers of attorney should be retained in hard copy as a matter of best practice.
12. SPECIAL INSTRUCTIONS AND NOTES
The following special instructions and cautionary notes are provided for the guidance of the engagement team and all Firm personnel involved in this matter.
Prior Counsel Transition — Priority Chain Verification. This engagement involves a transition from prior outside counsel, Kessler & Morin LLP, and certain applications to be filed under this engagement will claim priority to parent applications originally drafted and prosecuted by K&M. The C&H prosecution team must take particular care to verify that all priority claims to K&M-drafted parent applications are properly documented and that the disclosure in K&M's parent applications provides adequate written description and enablement support for the continuation or CIP claims to be pursued under this engagement. Any questions regarding the scope of disclosure in K&M's parent applications should be flagged with Ms. Bloom and discussed with Sandra Koh before filing. Failure to properly establish priority chains could result in loss of priority dates and potential invalidity of downstream applications, which would be detrimental to OWS's patent portfolio and potentially implicate the IP collateral covenants in OWS's credit facility.
Veltrano Capital Partners — Privileged Communications. Harborview Partners, as majority equity sponsor holding a 72% equity stake in OWS, may from time to time direct budget and strategic decisions regarding the IP prosecution program, including prosecution prioritization, international filing scope, and annual prosecution spend targets. Veltrano Capital's Operating Partner for the Technology Sector, Christine Paulsen, and Managing Partner, Theodore Hargrove, may attend certain strategic review meetings or request updates on prosecution status. However, all team members should be clearly aware that the attorney-client relationship established under the Engagement Letter is with Optiwave Semiconductor Corp. as the corporate entity, and not with Veltrano Capital Partners or any of its individual partners. All privileged communications should be directed to OWS personnel — specifically, Marcus Whitfield and Sandra Koh — unless the Client has provided express written authorization permitting C&H to share privileged information with Veltrano Capital representatives. Any request from Veltrano Capital personnel for privileged information should be referred to Ms. Bloom, who will consult with Mr. Whitfield before responding. This protocol is essential to preserving the attorney-client privilege and avoiding any inadvertent waiver.
Enhanced Confidentiality Protocols. The OWS technology at issue in this engagement involves classified and trade-secret photonics design information, including proprietary device architectures, fabrication process parameters, material compositions, and performance specifications that are central to OWS's competitive position. All team members assigned to this matter should observe enhanced confidentiality protocols, including the following:
(a) Technical documents and invention disclosures received from OWS should be stored only on the Firm's secure DMS and should not be downloaded to local devices, personal email accounts, or external storage media without prior authorization from Ms. Bloom.
(b) Draft specifications and claims should be transmitted to OWS exclusively through the Firm's secure file-sharing platform or encrypted email. Unencrypted email transmission of technical specifications or claims drafts is prohibited.
(c) Discussions of OWS's trade-secret technology should not occur in public settings or on unsecured communication channels. Conference calls with OWS personnel regarding technical subject matter should be conducted on the Firm's secure conferencing platform.
(d) All team members should refrain from discussing the substance of OWS's technology with Firm personnel who are not assigned to this matter, consistent with the Firm's standard information-barrier policies.
These enhanced confidentiality protocols are in addition to, and not in lieu of, the Firm's standard confidentiality obligations under the California Rules of Professional Conduct, the Engagement Letter, and any separate confidentiality or non-disclosure agreements that may be executed between C&H and OWS.
13. APPROVALS
The undersigned have reviewed this Matter Opening Memorandum and approve the opening of Matter No. 1014-00005 in accordance with the Firm's matter-opening policies and procedures. By signing below, the Responsible Partner and Billing Partner each confirm that (a) the engagement has been authorized by the Client through a fully executed Engagement Letter; (b) conflict clearance has been completed and no disqualifying conflicts have been identified; (c) the engagement team has been properly staffed and notified of their assignments; and (d) all administrative, billing, and docketing systems should be activated for this matter effective February 14, 2022.
RESPONSIBLE PARTNER APPROVAL
________________________________________
Catherine Bloom Partner, intellectual Property Group Calderwood & Harkness LLP
Date: February 14, 2022
BILLING PARTNER APPROVAL
________________________________________
Alan Ngo Partner, intellectual Property Group Calderwood & Harkness LLP
Date: February 14, 2022
Copies to:
Finance & Billing Department Conflicts Department Docketing Department Matter File (1014-00005)
This memorandum is an internal administrative document of Calderwood & Harkness LLP and is intended solely for the use of the addressees identified above. It contains confidential information regarding the Firm's client relationships and engagement terms. This memorandum should not be distributed outside the Firm without the prior written authorization of the Responsible Partner.
Field | Detail
Full Legal Name | Optiwave Semiconductor Corp.
Short Name / Matter Reference | Optiwave Semi / OWS
Entity Type | Corporation
State of Incorporation | Delaware
Delaware Division of Corporations File No. | 7284931
Date of Incorporation | April 12, 2017
California Secretary of State Entity No. | C4195872
Employer Identification Number (EIN) | 83-2947105
Principal Headquarters Address | 4710 Ridgeview Parkway, Suite 300, Santa Clara, CA 95054
Registered Agent (Delaware) | Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801
Industry Classification | Fabless semiconductor design — silicon-photonics integrated circuits for 800G/1.6T data-center optical transceivers
Year Founded | 2017
Approximate Number of Employees | ~185
Classification | Code / Description
Primary Practice Area | Intellectual Property — Patent Prosecution
Practice Group Code | IPP
Technology Sub-Classification | Semiconductor / Photonics Technology
Timekeeper Level | Standard Hourly Rate | discounted Hourly Rate (10% discount)
Partner | $895.00/hr | $805.50/hr
Senior Associate | $625.00/hr | $562.50/hr
Associate | $475.00/hr | $427.50/hr
Code Type | Code | Description
Matter Number | 1014-00005 | Master matter number for the OWS engagement
Client Code | OWS-001 | Client-level code for Optiwave Semiconductor Corp.
Practice Group Code | IPP | Intellectual Property — Prosecution

CALDERWOOD & HARKNESS LLP 555 California Street, 42nd Floor San Francisco, California 94104

MATTER NO.: 1014-00005

RESPONSIBLE PARTNER APPROVAL

BILLING PARTNER APPROVAL

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