Contract analysis

I. Background of the discovery Dispute As you are aware, on or about September 3, 2021, Vantage served its First Request for Production of Documents on Penterra. Penterra timely served its Responses and Objections to Vantage's First Request for Production of Documents, together with an accompanying privilege log, on September 22, 2021. Penterra's privilege log identified a total of forty-seven (47) documents that wer

II. Identification of the Challenged Privilege Log Entries The entries challenged in Vantage's September 28, 2021 letter fall within a discrete and identifiable category: communications between Jennifer Chao, Esq. (General Counsel of Penterra) and Steven Kapoor (Vice President, Commercial Operations of Penterra) dating from approximately September 2020 through March 2021. Specifically, the earliest challenged communi

III. Penterra's Legal Position on Attorney-Client Privilege A. The Communications Were Made for the Purpose of Obtaining Legal Advice The challenged communications were between Penterra's General Counsel, Jennifer Chao, Esq., and a senior business executive, Steven Kapoor, and were made for the predominant purpose of obtaining and providing legal advice regarding Penterra's rights and obligations under the EDA. In-ho

IV. No Waiver of Privilege Penterra addresses Vantage's waiver argument directly and in full. Penterra has at all times maintained the confidentiality of the challenged communications. The communications between Ms. Chao and Mr. Kapoor were not shared with any third party outside of Penterra, and were not disclosed to Vantage, to any co-distributor, or to any other external party. Penterra has taken affirmative steps

V. Proposed Resolution Penterra remains committed to resolving this dispute without the need for court intervention. To that end, Penterra proposes the following steps:

1. Supplemental Privilege Log Descriptions. Penterra is willing to provide supplemental descriptions for the challenged entries on its privilege log. These supplemental descriptions would provide Vantage with additional context regarding the predominant purpose of each communication, including more detailed subject-matter descriptions, without disclosing the privileged content of the communications themselves. Penter

3. Telephonic Meet-and-Confer. Penterra proposes that the parties participate in a telephonic meet-and-confer at a mutually convenient time during the week of October 11, 2021, to discuss the foregoing proposals and any other steps that may facilitate resolution of this dispute. As both parties are aware, the fact discovery deadline in this matter is January 14, 2022, as established at the Initial Case Management Con

VI. Reservation of Rights Penterra expressly reserves all rights and objections in connection with the matters addressed in this letter, including without limitation the right to assert additional grounds for privilege or protection, the right to seek a protective order under Mass. R. Civ. P. 26(c) if Vantage pursues a motion to compel production of the challenged documents, and the right to oppose any such motion on