Contract analysis

I. Executive Summary This memorandum sets forth the results of Calderwood & Harkness LLP's ("C&H") intellectual property due diligence review conducted in connection with the proposed acquisition by Penterra Pharmaceuticals Corp. ("Penterra" or "PPC") of 100% of the outstanding capital stock of Veridian Biosciences, Inc. ("Veridian" or "VBI") for a purchase price of $900,000,000 in cash (the "Transaction"). The Trans

II. Scope and Methodology A. Scope of Review Our review encompassed all intellectual property-related documents uploaded to the Veridian virtual data room (the "Data Room") hosted on the Thackeray Solutions platform beginning March 11, 2024. Document review was conducted by the undersigned associates with oversight from Oliver Mackenzie, Partner, and Harrison Wexford, Partner. The categories of documents reviewed inc

1. All issued U.S. and foreign patents held by or assigned to Veridian;

2. All pending U.S. and foreign patent applications (including provisional applications, non-provisional applications, continuation applications, divisional applications, and PCT applications);

3. Complete patent prosecution files, including office actions, responses, examiner interviews, and file histories for all material patent families;

4. Invention disclosure forms and related records;

5. IP assignment agreements executed by the founders, Dr. Julian Marek and Dr. Priya Chandrasekaran;

6. Employment agreements and Proprietary Information and Inventions Assignment Agreements ("PIIAs") for all current employees;

7. Consulting agreements and independent contractor agreements containing intellectual property assignment or work-for-hire provisions;

8. All in-bound license agreements under which third-party intellectual property is licensed to Veridian;

9. All out-bound license agreements under which Veridian has granted licenses to third parties;

10. Trademark registrations and applications (U.S. and foreign);

11. Domain name registrations;

12. Trade secret policies, inventories, and related information security documentation;

13. Freedom-to-operate analyses previously commissioned by or on behalf of Veridian;

14. Third-party intellectual property opinions (including non-infringement opinions and patentability opinions);

15. Correspondence with the United States Patent and Trademark Office ("USPTO") and foreign patent offices;

16. Any intellectual property-related litigation, disputes, cease-and-desist correspondence, or inter partes review proceedings; and

17. Board of Directors minutes and resolutions related to intellectual property matters. Our review was conducted pursuant to the Preliminary Due Diligence Request List dated March 6, 2024, prepared by C&H and delivered to Zalcourt Archer & Cole LLP ("Zalcourt Archer"), Veridian's outside counsel. Supplemental document requests were submitted on March 22, 2024, April 3, 2024, and April 29, 2024. B. Limitations The fo

III. Patent Portfolio Overview A. Summary of Patent Estate Based on our review of the Data Room documents and the patent portfolio schedule maintained by Sarah Lindgren, VP, intellectual Property, supplemented by our own review of the USPTO Patent Full-Text and Image Database (PatFT), the USPTO Patent Application Full-Text and Image Database (AppFT), and the WIPO PATENTSCOPE database, Veridian's patent estate consist

IV. Trade Secrets and Proprietary Know-How A. Trade Secret Inventory Veridian maintains a trade secret inventory (the "Trade Secret Register") that was last updated in January 2024. The Trade Secret Register was provided in the Data Room as Document VBI-IP-2024-0087. Based on our review, the Trade Secret Register identifies 47 discrete trade secrets across the following categories: • VeriTCE Platform Know-How: Includ

1. Trade Secret Register Completeness: As noted above, the Trade Secret Register should be expanded to include additional categories of protectable information, including supplier relationships, CRO/CDMO pricing, and regulatory strategy documents.

2. Exit Interview Protocols: While Veridian's employee handbook references the obligation to return company property and confidential information upon termination, we did not identify a formalized exit interview protocol specifically designed to reinforce trade secret obligations and confirm the return of confidential materials. We recommend implementing a standardized exit interview checklist and acknowledgment form

3. Third-Party Access Audit: We recommend that Veridian (or Penterra post-closing) conduct a comprehensive audit of third-party access to trade secret information, including a review of all CRO and CDMO relationships, to confirm that adequate confidentiality protections are in place and that access is limited to the minimum necessary for the performance of contracted services.

4. Incident Response Plan: Veridian's Information Security Policy references a cybersecurity incident response plan, but the plan document itself was not provided in the Data Room. We have requested this document from Zalcourt Archer & Cole LLP and it remains an outstanding item.

V. IP Assignment Agreements A. Founder IP Assignments The assignment of intellectual property from Veridian's co-founders to the company is a critical element of the chain of title for the VeriTCE platform and the entire patent portfolio. Dr. Julian Marek (CEO, 8.4% Equity). Dr. Marek executed an intellectual Property Assignment Agreement (the "Marek IP Assignment") dated June 14, 2016, concurrent with the incorporat

1. Obtain executed PIIAs from Karen Novotny, David Park, and Rachel Tompkins prior to closing, with retroactive assignment provisions as appropriate.

2. Obtain a confirmatory assignment or declaration from Dr. Samuel Nkemere.

3. Obtain supplemental representations from Dr. Marek and Dr. Chandrasekaran confirming the completeness of their respective Schedule A prior invention disclosures.

VI. In-Bound License Agreements A. Summary of In-Bound Licenses Veridian is a party to two material in-bound license agreements under which third-party intellectual property is licensed to Veridian and which are relevant to the VeriTCE platform, VRD-4187, or the pipeline candidates:

1. License Agreement with the University of Pennsylvania ("Penn License") • Licensor: The Trustees of the University of Pennsylvania ("Penn") • Effective Date: March 22, 2018 • Licensed IP: Non-exclusive license to Penn's patent portfolio covering certain anti-CD3 antibody fragment sequences and methods of generating single-chain variable fragments (scFvs) with specified binding characteristics. Licensed patents incl

2. License Agreement with Arcturus Protein Sciences, Inc. ("Arcturus License") • Licensor: Arcturus Protein Sciences, Inc. ("Arcturus"), a Delaware corporation • Effective Date: September 8, 2020 • Licensed IP: Exclusive license to Arcturus's patent portfolio covering certain proprietary protein engineering methods for enhancing the serum half-life of bispecific antibody constructs through Fc domain modifications. Li