Contract analysis

Section 1: Background and Purpose Penterra Pharmaceuticals Corp. ("Sponsor" or "Penterra"), a corporation organized and existing under the laws of the State of Delaware, with its principal offices located at 200 Biopharma Boulevard, Suite 1400, Princeton, New Jersey 08540 (Nasdaq: PTRA), is currently in advanced negotiations with Veridian Health Research Network, Inc. ("Veridian" or "Site Network"), a Delaware non-st

Section 2: Defined Terms For purposes of this Indemnification Term Sheet, and as proposed for incorporation into the definitive MCTA, the following capitalized terms shall have the meanings set forth below. Additional defined terms may be added or modified in connection with the negotiation and finalization of the MCTA, and in the event of any inconsistency between the definitions set forth herein and those ultimatel

Section 3: Sponsor Indemnification of Indemnified Site Parties 3.1 Scope of Sponsor Indemnification Subject to the carve-outs and exclusions set forth in Section 3.2 below, Penterra shall defend, indemnify, and hold harmless each of the Indemnified Site Parties from and against all Claims arising out of or resulting from any of the following: (a) Subject Injury Caused by Investigational Product. Any injury, illness,

Section 4: Subject-Injury Medical Care Obligations 4.1 Scope of Medical Care Obligation In addition to, and independent of, the indemnification obligations set forth in Section 3, Penterra shall pay or reimburse the reasonable and customary medical costs incurred in connection with the diagnosis and treatment of Subject Injuries that are directly attributable to: (a) the administration of the Investigational Product

Section 5: Reciprocal Site/Investigator Indemnification of Sponsor 5.1 Scope of Site Indemnification As a reciprocal obligation, Veridian and each Participating Site Institution shall, jointly and severally as to Claims arising at or in connection with the activities of such Participating Site, defend, indemnify, and hold harmless the Indemnified Sponsor Parties from and against all Claims arising out of or resulting

Section 6: Notice Requirements and Procedural Provisions 6.1 Notice of Claims Any Indemnified Party (whether an Indemnified Site Party or an Indemnified Sponsor Party) seeking indemnification under Sections 3 or 5 of this term sheet must provide written notice to the Indemnifying Party within thirty (30) calendar days of the date on which the Indemnified Party first becomes aware of any Claim, threatened Claim, or se

Section 7: Insurance Coordination 7.1 Sponsor Insurance Penterra currently maintains clinical trial liability insurance through Briarcliff Mutual Insurance Company, as follows: Policy Number: BM-CTL-2023-04182 Policy Period: April 1, 2023 through March 31, 2024 (subject to annual renewal) Per-Occurrence Limit: $25,000,000 Aggregate Limit: $75,000,000 Subject-Injury Sublimit: $10,000,000 per occurrence / $50,000,000 a

Section 8: Regulatory Framework and Compliance Context The indemnification, subject-injury medical care, and related provisions set forth in this term sheet have been designed to be consistent with the regulatory requirements applicable to the conduct of the CLARION trial, including the following: FDA Regulations. The CLARION trial is conducted under an Investigational New Drug Application (IND 157823) and is subject

Section 9: Relationship to Other MCTA Provisions This Indemnification Term Sheet is intended to be read in conjunction with, and incorporated into, the broader framework of the MCTA. The definitive indemnification provisions will be set forth in the body of the MCTA and in Exhibit D thereto (Subject-Injury Indemnification Provisions). The following cross-references to other anticipated MCTA provisions are provided fo

Section 10: Duration and Survival The indemnification, subject-injury medical care, insurance, notice, and related obligations set forth in this term sheet shall survive the following events: • The expiration of the MCTA upon completion of all obligations thereunder; • The early termination of the MCTA for any reason, whether by mutual agreement, termination for cause, termination for convenience, or termination upon

Section 11: Summary Table of Key Indemnification Parameters The following table summarizes the principal terms of the proposed indemnification framework for ease of reference. In the event of any inconsistency between this summary table and the detailed provisions set forth in the body of this term sheet, the detailed provisions shall control.

Section 12: Signatures and Acknowledgment This Indemnification Term Sheet is a non-binding proposal submitted by Penterra Pharmaceuticals Corp. for purposes of facilitating negotiation with Veridian Health Research Network, Inc. regarding the indemnification provisions to be included in the Master Clinical Trial Agreement for Protocol PPC-4871-III (CLARION). This ter