Contract analysis

I. IDENTIFICATION OF THE PARTIES Paragraph 1. Vantage alleges that it is a Massachusetts limited liability company with its principal office at 75 Cabot Road, Suite 310, Medford, Massachusetts 02155. Penterra admits the allegations contained in Paragraph 1. Paragraph 2. Vantage alleges that Donald R. Farnham is the Managing Member and Chief Executive Officer of Vantage. Penterra admits the allegations contained in Pa

II. JURISDICTION AND VENUE Paragraph 5. Vantage alleges that this Court has jurisdiction over the subject matter of the Counterclaims and over the parties hereto. Penterra admits that this Court has jurisdiction over the subject matter and the parties pursuant to Section 14.5 of the Exclusive Distribution Agreement dated July 1, 2017 (the "EDA" or the "Agreement"), which provides for the exclusive jurisdiction of sta

III. THE EXCLUSIVE DISTRIBUTION AGREEMENT Paragraph 7. Vantage alleges that on or about July 1, 2017, Penterra, in its capacity as "Supplier," and Vantage, in its capacity as "Distributor," entered into the Exclusive Distribution Agreement. Penterra admits that on July 1, 2017, Penterra and Vantage executed the EDA. The EDA speaks for itself, and Penterra respectfully refers the Court to the full text of that documen

IV. VANTAGE'S MINIMUM PURCHASE COMMITMENTS AND PURCHASE HISTORY Paragraph 15. Vantage alleges that Section 5.2 of the EDA contains a minimum annual purchase commitment for Oncalaris® of $9.5 million per year at wholesale acquisition cost ("WAC"). Penterra admits the allegations contained in Paragraph 15 and respectfully refers the Court to Section 5.2 of the EDA for a complete and accurate statement of the minimum pu

1. Dismissing each and every one of Vantage Medical Distribution, LLC's Counterclaims (Counts I, II, and III) with prejudice;

2. Entering judgment in favor of Penterra Pharmaceuticals Corp. and against Vantage Medical Distribution, LLC on all Counterclaims;

3. Awarding Penterra its costs of suit, including reasonable attorneys' fees, to the extent permitted by applicable law or the terms of the EDA;

4. Granting such other and further relief as this Court deems just, proper, and equitable. JURY DEMAND Pursuant to Mass. R. Civ. P. 38(b), Plaintiff/Counterclaim Defendant Penterra Pharmaceuticals Corp. hereby demands a trial by jury on all issues so triable in this action, including all issues raised by Vantage's Counterclaims. Respectfully submitted, PENTERRA PHARMACEUTICALS CORP., Plaintiff/Counterclaim Defendant,