Contract analysis

I. Executive Summary The purpose of this memorandum is to consolidate and summarize the findings from all due diligence workstreams conducted by Calderwood & Harkness LLP and its co-advisors in connection with the proposed acquisition by Penterra Pharmaceuticals Corp. ("Penterra" or the "Company") of 100% of the outstanding capital stock of Veridian Biosciences, Inc. ("Veridian" or the "Target") for aggregate conside

1. Clinical Trial Risk — VRD-4187 (Marlowe Asset Management-2 Phase II Trial): This is the single most significant risk in the Transaction. VRD-4187 is Veridian's lead clinical candidate and the primary driver of the $900 million purchase price. The Marlowe Asset Management-2 Phase II trial is currently ongoing, and interim data from the Data Monitoring Committee ("DMC") is expected in August 2024 — between the antic

2. Section 382 NOL Limitations: Veridian possesses an estimated $312 million in federal net operating loss carryforwards as of December 31, 2023. However, a prior "ownership change" during the Series C financing round in Q3 2020 already subjects approximately $148 million of pre-change NOLs to an annual limitation of approximately $5.9 million per year under Section 382 of the Internal Revenue Code. Moreover, the acq

3. Key-Person Dependence on Co-Founders: Veridian's scientific platform and clinical development strategy are heavily dependent on the expertise and institutional knowledge of co-founders Dr. Julian Marek (CEO) and Dr. Priya Chandrasekaran (CSO). Significant proprietary know-how resides with these individuals personally. Their departure post-closing would significantly impair Penterra's ability to advance the VeriTCE

II. Transaction Overview A. Structure and Parties The Transaction is structured as an acquisition by Penterra Pharmaceuticals Corp. ("Penterra" or "Buyer") of 100% of the outstanding capital stock of Veridian Biosciences, Inc. ("Veridian" or the "Company") from the holders of Veridian's capital stock (collectively, the "Sellers"). Penterra is a Delaware corporation, publicly traded on the Nasdaq Global Select Market

III. Corporate Organization and Governance A. Entity Structure Veridian Biosciences, Inc. is incorporated in the State of Delaware. Its Certificate of Incorporation was originally filed with the Secretary of State of Delaware on March 14, 2016, and has been amended and restated on multiple occasions in connection with the Series A, B, C, and D preferred stock financing rounds. The most recent Amended and Restated Cer

1. Dr. Julian Marek — Co-Founder & CEO (management director)

2. Dr. Priya Chandrasekaran — Co-Founder & CSO (management director)

3. David Ng — Crestline Ventures (investor designee)

4. Sarah Dalmqvist — Boreal Health Partners (investor designee)

5. Marcus Doyle — Apex Growth Equity (investor designee)

6. Dr. Helen Marchand — Independent Director

7. Robert K. Sullivan — Independent Director The three lead institutional investors — Crestline, Boreal, and Apex — each have the right to designate one director to the Veridian Board pursuant to the Investor Rights Agreement (discussed below). The Veridian Board has been duly constituted and has operated in accordance with the Certificate of Incorporation, Bylaws, and applicable Delaware law throughout its history.

IV. Intellectual Property A. Patent Portfolio Veridian's intellectual property portfolio is the foundation of its enterprise value and represents the core asset that Penterra seeks to acquire through this Transaction. We have conducted a comprehensive review of Veridian's patent portfolio in coordination with the Calderwood & Harkness intellectual Property practice group and, with respect to scientific and clinical m

V. Clinical, Regulatory, and Scientific Matters A. Pipeline Overview As noted above, Veridian's pipeline comprises three immuno-oncology candidates, all built on the proprietary VeriTCE bispecific T-cell engager platform. The candidates represent a range of development stages, from preclinical through Phase II: (i) VRD-4187 — Lead clinical candidate; bispecific T-cell engager targeting DLL3 (delta-like ligand 3) for

VI. Material Contracts A. Clinical Research Organization (CRO) Agreements Veridian's clinical trials are managed through clinical research organization ("CRO") agreements with third-party service providers. We have reviewed the following CRO agreements: (i) Master Services Agreement with Camberwell Software (dated October 22, 2021, as amended), governing the conduct of the Marlowe Asset Management-2 Phase II trial. T

VII. Employment and Benefits A. Workforce As of the date of diligence, Veridian employs 148 persons. The workforce is distributed across three states: • Massachusetts: Approximately 112 employees, including the majority of the executive team, research scientists, and clinical operations personnel, based at the Cambridge headquarters. • California: Approximately 24 employees, primarily in research and discovery functi