Contract analysis

I. PURPOSE AND SCOPE OF MEMORANDUM This memorandum documents the results of the conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Penterra Pharmaceuticals Corp. ("Penterra" or "PPC") to represent Penterra as licensor's counsel in the out-licensing of its proprietary compound PPC-4187 (Penteracitinib), a selective JAK1 inhibitor indica

II. PROPOSED CLIENT AND MATTER DESCRIPTION A. Client Information The following information has been compiled from public filings, Penterra's corporate website, and information provided directly by Ms. Fremont in connection with the engagement request: Penterra is a publicly traded specialty pharmaceutical company headquartered in Princeton, New Jersey. The company maintains a development pipeline of fourteen (14) com

III. PARTIES SEARCHED In accordance with the Firm's conflict clearance procedures, the following entities and individuals were searched in Calderwood & Harkness's centralized conflicts management system ("ConflictCheck"). The search encompassed the proposed client and its key personnel, the counterparty and its affiliates and key personnel, the counterparty's known outside counsel, known financial advisors to both pa

1. Penterra Pharmaceuticals Corp. (including all known subsidiaries, trade names, and former names)

2. Dr. Raymond K. Ostrowski — Chief Executive Officer

3. Anita M. Fremont, Esq. — General Counsel

4. Leland J. Cho — Senior Vice President, Business Development

5. Dr. Priya Nandakumar — Vice President, intellectual Property

6. Garrett T. Holloway — Chief Financial Officer A subsidiary search was also conducted against publicly available corporate records and SEC filings for Penterra, which disclosed no subsidiaries currently material to the proposed transaction that were not otherwise captured in the search. B. Counterparty and Affiliates The following searches were conducted with respect to Meridian and its known affiliates and key per

1. Meridian Bio Therapeutics Limited — Hong Kong, Company Registration No. 2847631

2. Meridian Pharma (Shanghai) Co., Ltd. — wholly foreign-owned enterprise (WFOE) organized under the laws of the People's Republic of China

3. Meridian Japan K.K. — organized under the laws of Japan, with registered offices in Tokyo

4. Meridian Korea Inc. — organized under the laws of the Republic of Korea, with registered offices in Seoul

5. Meridian Bio Australia Pty Ltd — organized under the laws of Australia, with registered offices in Sydney

6. Dr. Henry W.L. Tsang — Chairman and Founder, Meridian Bio Therapeutics Limited

7. Angela C.Y. Fong — Chief Executive Officer, Meridian Bio Therapeutics Limited

8. Dr. Kenji Morimoto — Chief Medical Officer, Meridian Bio Therapeutics Limited

9. David R. Cheung, Esq. — General Counsel, Meridian Bio Therapeutics Limited

10. Patrick S.H. Kwok — Chief Financial Officer, Meridian Bio Therapeutics Limited C. Counterparty's Known Counsel The following searches were conducted with respect to the law firm engaged by Meridian as its outside counsel in the proposed transaction:

1. Lam, Cheung & Firth LLP — Hong Kong and New York offices

2. Jonathan M. Firth — Lead Partner, intellectual Property / Licensing

3. Rebecca S. Liang — Associate D. Known Advisors and Third Parties The following additional parties were identified by Ms. Fremont and by the preliminary term sheet as having a known or anticipated role in the proposed transaction, and were accordingly included in the conflict search:

1. Prescott Hale & Co. LLC — Financial advisor to Penterra; Senior Managing Director: Victoria R. Chen

2. Eastbridge Partners Limited — Financial advisor to Meridian; Managing Director: Simon K.P. Woo

3. Velthorn National Bank, N.A. — Potential escrow agent for milestone payment escrow arrangements; Escrow Officer: Teresa M. D'Angelo

4. Whitford & Cascade Insurance Brokers — Patent prosecution counsel to Penterra; Lead Patent Attorney: Dr. Alan J. Whitford

5. Clarendon Bates LLP — Independent auditor to Penterra; Engagement Partner: Robert F. Stanhope, CPA

6. Nakamura & Takeda Law Offices — Japan regulatory counsel to Meridian; Lead Partner: Yuki Nakamura

7. Jade Dragon Insurance Limited — Product liability and clinical trial insurer for Meridian; Underwriter: Christine A. Lo

8. Alkerra Manufacturing Inc. — Contract manufacturer of active pharmaceutical ingredient (API) for Penterra; located in Research Triangle Park, North Carolina Each of the above entities and individuals was searched by full legal name. Where applicable, known short names, abbreviations, acronyms, and variant spellings were also entered as search terms to ensure comprehensive coverage.

IV. CONFLICT CHECK METHODOLOGY The conflict check was performed in accordance with the procedures set forth in Section 4 of the Calderwood & Harkness Conflicts and Ethics Manual (rev. January 2023). The specific methodology employed is summarized as follows: Database Searched. All names listed in Section III above were searched in the Firm's centralized conflicts management system ("ConflictCheck"), which is maintain

V. RESULTS OF CONFLICT CHECK The results of the conflict check are set forth below, organized by category of party searched. For each category, I report whether any current or prior representation, adverse relationship, or other potential conflict was identified, and, if so, the nature and disposition of the matter. A. Penterra Pharmaceuticals Corp. No current or prior Calderwood & Harkness representation of Penterra

VI. CONCLUSION AND CLEARANCE Based on the comprehensive searches and analysis set forth in this memorandum, no conflicts of interest—whether actual, potential, or reasonably foreseeable—have been identified that would preclude Calderwood & Harkness LLP from representing Penterra Pharmaceuticals Corp. in the out-license of Compound PPC-4187 (Penteracitinib) to Meridian Bio Therapeutics Limited, or that would require t

1. Execution of Engagement Letter. The engagement shall not commence until a fully executed engagement letter, in form and substance satisfactory to the Firm, has been received from the authorized representative of Penterra Pharmaceuticals Corp.

2. Ongoing Conflict Monitoring. The conflict check should be updated promptly if additional parties, counterparties, co-investors, sublicensees, or other material participants are identified during the course of the engagement. Any newly identified parties shall be run through the Firm's conflicts database before the Firm undertakes substantive work that could implicate a conflict with respect to such parties.

3. Supplemental Disclosure. In the event that any member of the engagement team becomes aware of a circumstance that could give rise to a conflict of interest after the date of this memorandum, such team member shall promptly notify the Responsible Partner and the Firm's Conflicts and New Business Department. Nothing in this memorandum constitutes a guarantee that no conflict will arise in the future. The clearance p

VII. APPROVALS Prepared by: ________________________________________ Peter Vassiliev Lead Associate, intellectual Property Calderwood & Harkness LLP Date: July 10, 2023 Reviewed and Approved by: ________________________________________ Marcus Delgado Responsible Partner, intellectual Property Calderwood & Harkness LLP Date: July 10, 2023 Conflicts Coordinator Clearance: ________________________________________ Diane

VIII. DISTRIBUTION This memorandum is to be maintained in the following locations in accordance with the Firm's records retention policies:

1. The Firm's centralized conflict check files, maintained by the Conflicts and New Business Department; and

2. The matter file for the Penterra / PPC-4187 out-license engagement, under the matter number to be assigned upon clearance. This memorandum shall not be distributed to the client, to any third party, or to any attorney or staff member of the Firm who is not directly involved in the conflict clearance process or the proposed engagement, except with the prior written approval of the Responsible Partner or the Firm's