Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Penterra Pharmaceuticals Corp. ("Penterra" or the "Company") for legal representation in connection with the matter described herein. We greatly value our relationship with Penterra and appreciate the confidence the Company has placed in the Firm in selecting us for this significant engagement. This let

2. Scope of Engagement The Firm has been retained to represent Penterra in the negotiation, drafting, and finalization of the following agreements and related matters, each as more particularly described below: (a) Master Clinical Trial Agreement ("MCTA"). The Firm will negotiate and draft a Master Clinical Trial Agreement between Penterra Pharmaceuticals Corp., as sponsor, and Veridian Health Research Network, Inc.

3. Engagement Team The Firm will assign the following attorneys to lead the engagement on behalf of Penterra: Responsible Partner. Miriam Calloway, Partner, Healthcare & Life Sciences Practice Group. Ms. Calloway will serve as the responsible partner overseeing all aspects of the engagement and will be the primary point of contact for the Company on matters of legal strategy, negotiation, and senior-level client comm

4. Client Contact Information For purposes of this engagement, the Company has designated the following individuals as authorized contacts: Primary Legal Contact. Rebecca Liang, Esq., Associate General Counsel, Clinical Affairs, Penterra Pharmaceuticals Corp., 200 Biopharma Boulevard, Suite 1400, Princeton, NJ 08540. Telephone: (609) 441-2200 ext. 3147. Email: rliang@penterapharma.com. All substantive legal communica

5. Fee Structure and Billing Arrangements Basis of Fees. The Firm will bill for legal services rendered in connection with this engagement on an hourly basis at the Firm's standard hourly rates then in effect for the attorneys and professional staff assigned to the matter. The Firm's hourly rates reflect the experience, skill, and seniority of the professionals performing the work, as well as the complexity and deman

6. Retainer No retainer or advance deposit is required at the outset of this engagement. The Firm reserves the right to request a retainer or advance deposit against fees and disbursements if circumstances warrant, including but not limited to a material change in the scope or complexity of the engagement, or a pattern of late payment by the Company. Any such request will be made upon reasonable written notice to the

7. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard internal procedures and the applicable Rules of Professional Conduct, including the New York Rules of Professional Conduct (22 NYCRR Part 1200). Based on the information provided by the Company to date, including the identities of the parties, affiliated entities, and key individuals involved in the CLARION trial and the

8. Confidentiality All information and documents provided by the Company to the Firm in connection with this engagement will be treated as confidential and privileged to the fullest extent permitted by law, including under the attorney-client privilege and the work-product doctrine. The Firm recognizes the highly sensitive and proprietary nature of the information it will receive in connection with the CLARION trial,

9. Document Retention The Firm will maintain files relating to this engagement in accordance with its standard document retention policies, which are designed to comply with applicable professional responsibility rules and regulatory requirements. The Firm's files may include both paper and electronic documents, correspondence, memoranda, drafts, work product, and other materials generated or received in connection w

10. Termination of Engagement Either the Company or the Firm may terminate this engagement at any time upon written notice to the other party. The Company's right to terminate is absolute and may be exercised at any time and for any reason. The Firm's right to terminate is subject to the Firm's obligations under the applicable Rules of Professional Conduct, including the obligation to avoid material prejudice to the

11. Limitation of Liability To the fullest extent permitted by applicable law and the applicable Rules of Professional Conduct, the Firm's aggregate liability to the Company arising out of or in connection with this engagement, whether based on contract, tort (including negligence), strict liability, or any other theory of liability, shall not exceed the total amount of fees actually paid by the Company to the Firm f

12. Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts-of-law principles. Any dispute arising out of or in connection with this engagement letter or the Firm's representation of the Company hereunder shall be subject to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhatta

13. Acceptance and Countersignature We ask that you review this engagement letter carefully and, if the terms and conditions set forth herein are acceptable to the Company, confirm the Company's acceptance by signing and returning one copy of this letter to the undersigned at the address set forth below. A duplicate original of this engagement letter is enclosed for the Company's records. The Firm may commence work o