Contract analysis

I. Purpose and Summary Enclosed for your review is the draft narrative statement for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act," 15 U.S.C. § 18a), pre-merger notification filing in connection with the proposed acquisition by Penterra Pharmaceuticals Corp. ("Penterra") of one hundred percent (100%) of the outstanding capital stock of Veridian Biosciences, Inc. ("Veridian") for

II. Process Notes and Action Items We respectfully request the following actions to maintain the April 22, 2024 filing timeline:

1. Client Review and Approval of Narrative. We request that Mr. Holbrook, together with Natalie Reiner (SVP, Corporate Development), review and approve the draft narrative statement no later than April 20, 2024. Any substantive comments should be directed to Megan Chu (Calderwood & Harkness) and Martin Prumvane (Stonebridge HSW) simultaneously to permit efficient revisions.

2. Completeness of Item 4(c) and 4(d) Document Collection. We request confirmation from Ms. Reiner and Kevin Driscoll (Managing Director, Garrison Zanthor & Co., LLC) that the Item 4(c) and Item 4(d) documents identified herein represent a complete collection of responsive materials in the files and records of Penterra's officers and directors. If additional responsive documents are identified, they should be forward

3. Filing Fee and Transmittal. The filing will be accompanied by a transmittal letter addressed to the Premerger Notification Office of the FTC and the Antitrust Division of the DOJ, together with a filing fee payment of $280,500. We request that the Treasury Department of Penterra arrange for issuance of the filing fee payment (by wire transfer or certified check) in advance of the April 22, 2024 filing date. Paymen

4. Waiting Period. The 30-day initial waiting period under 15 U.S.C. § 18a(b)(1) will commence upon the filing of notifications by both parties. Accordingly, coordinated submission on April 22, 2024 is essential. Early termination of the waiting period will be formally requested as part of the filing.

5. Coordination with Veridian's Counsel. Calderwood & Harkness and Stonebridge HSW will continue to coordinate timing and filing logistics with Zalcourt Archer & Cole LLP (Rebecca Whitmore, Partner; Jonathan Pratt, Associate) to ensure that both parties' filings are submitted to the agencies on April 22, 2024. We are available to discuss the enclosed materials at your convenience and look forward to receiving your co

1. Overview of the Proposed Transaction 1.1 Transaction Summary Penterra Pharmaceuticals Corp. ("Penterra," "Buyer," or the "Acquiring Person"), a corporation organized and existing under the laws of the State of Delaware and publicly traded on the Nasdaq Global Select Market under the ticker symbol "PPCA," proposes to acquire one hundred percent (100%) of the issued and outstanding capital stock of Veridian Bioscien

2. Transaction Structure and Consideration 2.1 Structure. The Transaction will be structured as a stock purchase in which Penterra will acquire directly from the existing stockholders of Veridian all of the issued and outstanding shares of capital stock of Veridian. The shares to be acquired include all outstanding shares of Veridian's common stock, all outstanding shares of each series of Veridian's preferred stock

3. Identification of Relevant Product and Geographic Markets 3.1 Penterra's Products and Pipeline Penterra's commercial portfolio currently consists of twelve (12) marketed pharmaceutical products spanning three principal therapeutic areas, as summarized below: Oncology. Penterra markets a portfolio of branded oncology therapeutics used in the treatment of breast cancer, prostate cancer, and non-small cell lung cance

4. Competitive Effects Analysis 4.1 No Horizontal Competitive Concerns As detailed in Section 3 above, the parties do not compete in any relevant product market. Veridian, as a clinical-stage company with no marketed products and no product revenue, is not a current competitor to Penterra in any therapeutic area. Penterra's twelve marketed products — spanning oncology, immunology, and rare diseases — do not overlap w

5. Request for Early Termination Pursuant to 15 U.S.C. § 18a(b)(1) and 16 C.F.R. § 803.11, Penterra Pharmaceuticals Corp. respectfully requests that the Federal Trade Commission and the Department of Justice grant early termination of the initial 30-day waiting period applicable to this Transaction. This request is strongly supported by the following considerations: (a) Absence of competitive overlap. As demonstrated

6. Description of Item 4(c) Documents 6.1 Scope of Item 4(c) Item 4(c) of the HSR Notification and Report Form requires the filing person to produce all documents that were prepared by or for any officer(s) or director(s) of the filing person for the purpose of evaluating or analyzing the proposed acquisition with respect to market shares, competition, competitors, markets, potential for sales growth, or expansion in

7. Description of Item 4(d) Documents 7.1 Scope of Item 4(d) Item 4(d) of the HSR Notification and Report Form requires the filing person to produce all studies, surveys, analyses, and reports that were prepared by investment bankers, consultants, or other third-party advisors for the purpose of evaluating or analyzing the proposed acquisition, to the extent such materials were prepared for any officer(s) or director