Contract analysis

I. Executive Summary Calderwood & Harkness LLP represents Penterra Pharmaceuticals Corp. ("Penterra" or "PPC"), a Delaware corporation publicly traded on the Nasdaq Global Select Market (ticker: PTRA), headquartered at 200 Biopharma Boulevard, Suite 1400, Princeton, New Jersey 08540, in connection with the negotiation and drafting of a Master Clinical Trial Agreement ("MCTA") and associated site-network agreements wi

II. Background and Transaction Overview A. Penterra Pharmaceuticals Corp. — Client Profile Penterra Pharmaceuticals Corp. is a Delaware corporation organized under the Delaware General Corporation Law, with its principal offices located at 200 Biopharma Boulevard, Suite 1400, Princeton, New Jersey 08540. The company is publicly traded on the Nasdaq Global Select Market under the ticker symbol "PTRA" and, as of the fi

III. Key Legal Issues for Negotiation Issue 1: Subject-Injury Indemnification Scope and Structure The subject-injury indemnification provisions represent what we anticipate will be the most heavily negotiated aspect of the MCTA. Indemnification for injuries to human subjects is a fundamental allocation-of-risk mechanism in clinical trial agreements, and the divergent interests of pharmaceutical sponsors and academic