Contract analysis

I. Introduction and Authorization Calderwood & Harkness LLP ("C&H" or the "Firm") represents Penterra Pharmaceuticals Corp. ("PPC" or the "Company"), a Delaware corporation headquartered at 2200 Independence Boulevard, Princeton Junction, New Jersey 08550. PPC is a publicly traded corporation listed on the Nasdaq Stock Market under ticker symbol PPCA. The Company is a multinational pharmaceutical enterprise engaged i

II. Background and Procedural History We believe it is useful, for the sake of a complete record, to briefly summarize the procedural history of this matter from the inception of the examination through the present. On May 16, 2022, the IRS Large Business & International Division ("LB&I") initiated an examination of PPC's federal income tax returns (Forms 1120) for tax years 2017, 2018, 2019, and 2020, as communicate

III. Summary of Original Proposed Adjustments For completeness and to provide context for the agreed-upon settlement, we briefly recite the IRS's proposed adjustments as set forth in the NOPA dated October 12, 2023. A. CSA Cost-Sharing Ratio Adjustments The IRS proposed increasing PBI's cost-sharing percentages under the CSA by approximately eight (8) to twelve (12) percentage points across each tax year. The IRS con

IV. Acceptance of Settlement Offer PPC hereby formally and unconditionally accepts the settlement offer communicated by Appeals Officer Castañeda on March 15, 2024, in its entirety and without modification. PPC's acceptance of the settlement has been duly authorized by the Company's senior management, including Rajesh Iyer, Chief Financial Officer, and Catherine Falk, Chief Executive Officer. A. Total Settlement Adju

V. Closing Agreement — IRS Form 906 PPC respectfully requests that the settlement be memorialized through the execution of a Closing Agreement on IRS Form 906 (Closing Agreement on Final Determination Covering Specific Matters), pursuant to IRC § 7121. PPC believes that a Form 906 Closing Agreement is the appropriate vehicle to memorialize the agreed-upon resolution of the transfer pricing issues for tax years 2017 t

VI. Authorized Signatories and Execution PPC designates Marcus Whitfield, Vice President of Global Tax, as the authorized signatory for the Closing Agreement on behalf of Penterra Pharmaceuticals Corp. Mr. Whitfield has been duly authorized by PPC's Board of Directors and senior management to execute the Closing Agreement and any related documents necessary to effectuate the settlement. In the event that additional c

VII. Next Steps and Administrative Matters In order to implement the settlement and ensure an orderly closure of this matter, PPC proposes the following next steps and respectfully requests Appeals' confirmation and guidance on the administrative matters described below: Amended Returns. Following execution of the Closing Agreement, PPC will prepare and file amended federal income tax returns (Forms 1120X) for tax ye

VIII. Contact Information All further communications regarding this matter, including correspondence, telephone calls, and any document exchange, should be directed to: Leonard Cross Partner, Tax Department Calderwood & Harkness LLP 1735 Market Street, Suite 3100 Philadelphia, PA 19103 Telephone: (215) 884-7244 Email: lcross@calderwoodharkness.com Sylvia Hartwell Partner, Tax Department Calderwood & Harkness LLP 600

IX. Closing On behalf of PPC, we wish to express our sincere appreciation for your thorough, fair, and professional consideration of PPC's positions throughout the Appeals process. The Appeals conference on February 28, 2024, provided PPC with a meaningful opportunity to present its factual, legal, and economic case, and we are grateful for your willingness to engage substantively with the issues and to consider the