Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / email-chu-to-pratt-deficiency-followup.eml
email-chu-to-pratt-deficiency-followup.eml
High · 0
Medium · 1
Standard · 0
From: Megan Chu <mchu@calderwoodharkness.com>
From: Megan Chu <mchu@calderwoodharkness.com> To: Jonathan Pratt <jpratt@lathamarcher.com> Cc: Oliver Mackenzie <omackenzie@calderwoodharkness.com> Date: Mon, 09 Sep 2024 10:14:00 -0000 Subject: Penterra Pharmaceuticals Corp. / Veridian Biosciences, Inc. — Follow-Up re: Deficiency Notice Dated September 6, 2024
I am writing on behalf of our client, Penterra Pharmaceuticals Corp. ("Penterra"), in conn
I am writing on behalf of our client, Penterra Pharmaceuticals Corp. ("Penterra"), in connection with the Stock Purchase Agreement, dated June 10, 2024 (the "Agreement"), among Penterra Pharmaceuticals Corp., Veridian Biosciences, Inc. ("Veridian"), the Sellers party thereto, and David Ng as Stockholder Representative. This email concerns the formal Deficiency Notice delivered by this firm on behalf of Penterra to Ve
Three business days have now elapsed since delivery of the Deficiency Notice, and we have
Three business days have now elapsed since delivery of the Deficiency Notice, and we have not yet received a substantive response from Veridian or from Zalcourt Archer & Cole LLP. We are writing to follow up and to request your client's prompt attention to the matters set forth therein.
As you are aware, the Deficiency Notice addresses the following developments, among others
As you are aware, the Deficiency Notice addresses the following developments, among others: (i) the Marlowe Asset Management-2 Phase II interim data readout from the Data Monitoring Committee on August 14, 2024, which revealed a statistically significant increase in Grade ≥3 cytokine release syndrome in the VRD-4187 treatment arm (23.4%) versus the control arm (4.1%), seven treatment-related deaths in the VRD-4187 ar
We respectfully request that Veridian provide its substantive response to the Deficiency N
We respectfully request that Veridian provide its substantive response to the Deficiency Notice at its earliest opportunity. Given the contractual framework and the parties' respective obligations under the Agreement, timely engagement on these matters is important.
Penterra remains willing to discuss the issues raised in the Deficiency Notice. Any such d
Penterra remains willing to discuss the issues raised in the Deficiency Notice. Any such discussions, however, shall be without prejudice to Penterra's rights under the Agreement or otherwise.
Penterra expressly reserves all of its rights, remedies, and defenses under the Agreement,
Penterra expressly reserves all of its rights, remedies, and defenses under the Agreement, at law, and in equity, including without limitation the right to terminate the Agreement pursuant to Section 8.1(d) thereof based on the failure of Buyer's closing conditions that is not curable within thirty (30) days or prior to the Outside Date of December 10, 2024. Nothing in this email or in any discussions between the par
Please do not hesitate to contact me or Oliver Mackenzie if you or Rebecca would like to d
Please do not hesitate to contact me or Oliver Mackenzie if you or Rebecca would like to discuss.
Megan Chu
Megan Chu Calderwood & Harkness LLP 200 Park Avenue, 42nd Floor New York, NY 10166 T: (212) 558-7240 E: mchu@calderwoodharkness.com
CONFIDENTIALITY NOTICE: This email and any attachments are confidential, may be protected
Medium
⚑ Confidentiality undertaking
CONFIDENTIALITY NOTICE: This email and any attachments are confidential, may be protected by the attorney-client privilege and/or the work product doctrine, and are intended solely for the use of the individual or entity to whom they are addressed. If you are not the intended recipient, please notify the sender immediately by reply email, delete this message and any attachments, and do not copy, disclose, or distribu