Contract analysis

1. Purpose and Scope of Engagement This letter confirms that Penterra Pharmaceuticals Corp., a corporation organized under the laws of the State of Delaware, publicly traded on the Nasdaq Stock Market under the ticker symbol "PTRA," and headquartered at 400 Carnegie Center Drive, Suite 600, Princeton, New Jersey 08540, has engaged Calderwood & Harkness LLP to provide legal representation in connection with a declarat

2. Engagement Team The following attorneys have been assigned to this matter and will constitute the core engagement team: Linda Osei — Responsible Partner. Ms. Osei is a partner in the Firm's Litigation Department with twenty-two years of experience in complex commercial litigation, with a particular emphasis on pharmaceutical distribution disputes, supply chain agreements, and territorial exclusivity claims. Ms. Os

3. Billing Rates and Fee Arrangement This engagement will be conducted on an hourly basis at the Firm's standard 2021 billing rates, subject to the agreed-upon discount described below. The current standard hourly billing rates for the members of the engagement team are as follows: In recognition of the longstanding relationship between Calderwood & Harkness LLP and Penterra Pharmaceuticals Corp., and the volume of l

4. Estimated Budget Based on the Firm's preliminary assessment of this matter — including the complexity of the contract interpretation issues presented by the EDA, the anticipated scope of fact and document discovery, the likelihood of contested deposition testimony from key Penterra and Vantage personnel, the anticipated motion practice (including a potential motion for summary judgment), and the possibility that t

5. Costs and Disbursements In addition to professional fees, Penterra will be responsible for reimbursing the Firm for all reasonable costs and disbursements incurred in connection with this engagement. Such costs and disbursements include, but are not limited to, the following: • Court filing fees, service of process costs, and fees for certified copies of court documents; • Deposition transcript costs, including ch

6. Billing and Payment Terms The Firm will render invoices on a monthly basis. Each invoice will include a detailed description of the services performed during the billing period, identifying the attorney or professional staff member who performed each task, the date on which the task was performed, the time expended (in tenths of an hour), and the applicable billing rate. Each invoice will also separately itemize a

7. Retainer No retainer deposit is required in connection with this engagement. This accommodation is extended in recognition of the longstanding and valued relationship between Calderwood & Harkness LLP and Penterra Pharmaceuticals Corp. The Firm reserves the right to request a retainer in the future if circumstances warrant, including in the event of a material change in the scope of the engagement or a pattern of

8. Client Responsibilities The success of this engagement depends in significant part on Penterra's full cooperation with the Firm. To that end, Penterra agrees to the following: Cooperation and Information Sharing. Penterra will cooperate fully with the Firm throughout the course of this engagement, including by timely providing all documents, data, electronically stored information, and other materials reasonably r

9. Conflicts of Interest The Firm has conducted a thorough conflicts check in accordance with its internal procedures and the Massachusetts Rules of Professional Conduct. Based on that review, the Firm has identified no conflicts of interest that would preclude the Firm from representing Penterra in connection with this matter. Specifically, the Firm has confirmed that it does not currently represent, and has not pre

10. Confidentiality and Privilege All communications between Penterra and the Firm in connection with this engagement are intended to be protected by the attorney-client privilege, and all work product prepared by the Firm in connection with the engagement is intended to be protected by the attorney work product doctrine. The Firm will maintain these protections to the fullest extent permitted by law. The Firm will m

11. Document Retention Upon the conclusion of this matter — whether by final judgment, settlement, voluntary dismissal, or other resolution — the Firm will retain the client file in accordance with its standard document retention policies. Under the Firm's current policy, client files are retained for a minimum of seven (7) years from the date on which the matter is formally closed in the Firm's records management sy

12. Termination Either Penterra or the Firm may terminate this engagement at any time upon written notice to the other party. Any such termination is subject to the Firm's ethical obligations under the Massachusetts Rules of Professional Conduct (including Rule 1.16, regarding the declining or terminating of representation) and any applicable court rules or orders governing the withdrawal of counsel from pending liti

13. No Guarantee of Outcome While the Firm believes, based on its preliminary review of the EDA, the relevant correspondence, and the applicable law, that the merits strongly favor Penterra's position that the exclusive distribution territory under the EDA is limited to the six New England states expressly defined in Exhibit A thereto, no assurance or guarantee of a particular outcome can be given. The practice of la

14. Governing Law This engagement letter and the terms and conditions set forth herein shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles.

15. Acceptance We are enthusiastic about the opportunity to represent Penterra in this important matter and are confident that we can provide the high level of service that you expect. If the terms set forth in this letter are acceptable to you, please indicate Penterra's agreement by signing and dating this letter in the space provided below and returning a signed copy to me at the address above or by email to losei