Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Transition Services Agreement, including all Schedules and Exhibits attached hereto, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Buyer" or "Service Recipient" means Penterra Pharmaceuticals Corp., a Delawa

Section 1.2 — Interpretation and Cross-References (a) Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement. Without limiting the generality of the foregoing, the terms "Material Adverse Effect," "Knowledge," "Person," "Affiliate," "Business Day," "Governmental Authority," "Law," "Lien," "Order," "Permit," "Tax," and "Transaction Do

Section 2.1 — Scope of Services (a) Commencing on the Service Commencement Date and continuing during the applicable Service Period, the Service Provider shall provide, or shall cause its employees, consultants, and authorized agents to provide, the transitional services described in Schedule A (the "Services") to the Service Recipient. The Services are organized into the following five (5) categories: (i) Clinical O

Section 2.2 — Standard of Performance (a) The Service Provider shall perform, and shall cause its personnel to perform, the Services in a professional and workmanlike manner, exercising the same degree of care, skill, diligence, and competence as the Service Provider exercised in performing similar services for its own operations and business during the twelve (12)-month period immediately prior to the Closing Date,

Section 2.3 — Excluded Services Notwithstanding anything to the contrary in this Agreement or in Schedule A, the Services expressly do not include, and the Service Provider shall have no obligation to provide, any of the following: (a) any legal services, legal advice, legal representation, or legal opinions of any kind, whether relating to the transactions contemplated by the Purchase Agreement, the business of the

Section 2.4 — Service Provider Personnel (a) The key personnel anticipated to provide the Services under this Agreement, and their respective areas of responsibility, are as follows: (i) Dr. Julian Marek, Chief Executive Officer and Co-Founder of Veridian Biosciences, Inc. — Dr. Marek shall provide strategic oversight, clinical development leadership, and management transition support, including knowledge transfer re

Section 2.5 — Additional Services (a) From time to time during the Service Period, the Service Recipient may request that the Service Provider provide transitional services that are not described in Schedule A ("Additional Services") by delivering a written request to the Service Provider's Service Manager that describes in reasonable detail the nature, scope, and estimated duration of the requested Additional Servic

Section 2.6 — Access and Cooperation (a) The Service Recipient shall provide the Service Provider with reasonable access to such information, data, systems, facilities, and personnel of the Service Recipient as may be reasonably necessary for the Service Provider to perform the Services in accordance with this Agreement. The Service Recipient shall respond promptly to reasonable requests from the Service Provider for

ARTICLE III — SERVICE CHARGES AND PAYMENT

Section 3.1 — Service Charges (a) In consideration of the provision of the Services, the Service Recipient shall pay to the Service Provider the Service Charges applicable to each category of Services, as calculated in accordance with this Section 3.1 and as set forth in Schedule A. (b) Service Charges for each category of Services shall be calculated on a cost-plus basis, consisting of the following components: (i)

Section 3.2 — Invoicing (a) The Service Provider shall prepare and deliver to the Service Recipient a detailed monthly invoice for the Services performed during the preceding calendar month. Each such invoice shall be delivered within fifteen (15) days after the end of the applicable calendar month. (b) Each invoice shall include the following information in reasonable detail: (i) The applicable Service category or c

Section 3.3 — Payment Terms (a) The Service Recipient shall pay all undisputed invoiced amounts within thirty (30) days following the Service Recipient's receipt of the applicable invoice. All payments shall be made by wire transfer of immediately available funds to a bank account designated by the Service Provider in writing. (b) Any undisputed amounts not paid by the Service Recipient within the applicable thirty (

Section 3.4 — Taxes (a) All Service Charges set forth in this Agreement and in Schedule A are exclusive of any applicable sales taxes, use taxes, value-added taxes, goods and services taxes, or other similar transactional taxes imposed by any federal, state, local, or foreign taxing authority in connection with the provision of the Services (collectively, "Transaction Taxes"). (b) The Service Recipient shall be respo

ARTICLE IV — TERM AND TERMINATION

Section 4.1 — Term This Agreement shall become effective as of the Closing Date and shall remain in full force and effect until the earliest to occur of (a) twelve (12) months after the Closing Date (the "Maximum Service Period"), (b) the termination of all Services pursuant to this Article IV, or (c) the date on which the Parties mutually agree in writing to terminate this Agreement. For the avoidance of doubt, this

Section 4.2 — Termination of Individual Services (a) The Service Recipient may terminate any individual Service, or any category of Services described in Schedule A, at any time during the Service Period by delivering not less than thirty (30) days' prior written notice to the Service Provider specifying the Service or Service category to be terminated and the requested effective termination date. Such written notice

Section 4.3 — Termination for Cause (a) Either Party may terminate this Agreement in its entirety, or with respect to any particular Service or Service category, upon written notice to the other Party if: (i) the other Party materially breaches any provision of this Agreement and such breach remains uncured for a period of thirty (30) days following the delivery of written notice by the non-breaching Party to the bre

Section 4.4 — Termination upon Purchase Agreement Termination In the event that the Purchase Agreement is terminated prior to the Closing in accordance with its terms (including pursuant to Section 8.1 of the Purchase Agreement, including by reason of the passage of the Outside Date of December 10, 2024, or otherwise), this Agreement shall automatically and immediately terminate, without any further action required b

Section 4.5 — Effect of Termination (a) Termination or expiration of this Agreement (in whole or in part) shall not relieve either Party of any obligation or liability that has accrued prior to the effective date of such termination or expiration, including the obligation of the Service Recipient to pay all Service Charges accrued through the effective date of termination and the obligation of the Service Provider to

ARTICLE V — GOVERNANCE AND SERVICE MANAGEMENT

Section 5.1 — Service Managers (a) Within five (5) Business Days after the Closing Date, each Party shall designate in writing to the other Party a Service Manager to serve as such Party's primary point of contact for all matters relating to the day-to-day coordination, administration, and oversight of the Services. The initial Service Managers shall be: (i) Service Recipient's Service Manager: Natalie Reiner, Senior

Section 5.2 — Transition Steering Committee (a) Within ten (10) Business Days after the Closing Date, the Parties shall establish a Transition Steering Committee (the "TSC") to oversee the overall transition process and the provision of Services under this Agreement. The TSC shall be composed of: (i) two (2) representatives designated by the Service Recipient, one of whom shall be the Service Recipient's Service Mana

Section 5.3 — Migration Plan (a) Within thirty (30) days after the Closing Date, the Service Managers shall jointly develop a comprehensive Migration Plan for each Service category, setting forth the activities, milestones, timelines, and responsibilities for transitioning each Service from the Service Provider to the Service Recipient's own internal systems, personnel, and capabilities. (b) The Migration Plan for ea

Section 5.4 — Reporting (a) The Service Provider shall prepare and deliver to the Service Recipient a monthly written report (each, a "Monthly Service Report"), to be delivered concurrently with the monthly invoice described in Section 3.2, summarizing the following information: (i) a description of the Services performed during the preceding calendar month, organized by Service category; (ii) the status of the Migra

ARTICLE VI — CONFIDENTIALITY AND DATA PROTECTION

Section 6.1 — Confidentiality Obligations (a) Each Party shall maintain the confidentiality of all Confidential Information of the other Party received in connection with the negotiation, execution, or performance of this Agreement or the Services, and shall not disclose, publish, or otherwise disseminate any such Confidential Information to any third party, except as expressly permitted by this Section 6.1 or as oth

Section 6.2 — Data Protection and Privacy (a) The Service Provider shall comply with all applicable data protection and privacy Laws in connection with the performance of the Services, including the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), the General Data Protection Regulation (EU) 2016/679 ("

Section 6.3 — Regulatory Compliance (a) All Services involving FDA-regulated activities, including activities related to IND 154832 for VRD-4187 and any other regulatory submissions, clinical trial activities, pharmacovigilance, and adverse event reporting, shall be performed in compliance with all applicable FDA regulations and guidance, including the following (as applicable): (i) 21 C.F.R. Part 11 (Electronic Reco

Section 6.4 — Intellectual Property (a) The Parties acknowledge and agree that, pursuant to the Purchase Agreement, all intellectual property owned by the Seller as of the Closing Date, including the VeriTCE (Veridian T-Cell Engager) platform technology, all intellectual property related to VRD-4187 and other pipeline candidates, all patents and patent applications, trade secrets, know-how, data, and other proprietar

ARTICLE VII — INDEMNIFICATION AND LIMITATION OF LIABILITY

Section 7.1 — Indemnification by Service Provider (a) Subject to the limitations set forth in Section 7.3, the Service Provider shall indemnify, defend, and hold harmless the Service Recipient and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Service Recipient Indemnitees") from and against any and all losses, damages, claims, liabilities, dem

Section 7.2 — Indemnification by Service Recipient Subject to the limitations set forth in Section 7.3, the Service Recipient shall indemnify, defend, and hold harmless the Service Provider and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Service Provider Indemnitees") from and against any and all Losses incurred or suffered by any Service Pr

Section 7.3 — Limitation of Liability (a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF

Section 7.4 — No Warranties (a) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE SERVICE PROVIDER HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO