Contract analysis

1. Introduction and Purpose of Engagement C&H represents Penterra Pharmaceuticals Corp. ("PPC"), a corporation organized and existing under the laws of the State of Delaware, with its principal place of business located at 2200 Independence Boulevard, Princeton Junction, New Jersey 08550. PPC is a publicly traded company whose common stock is listed on the Nasdaq Global Select Market under the ticker symbol "PPCA." P

2. Kovel Privilege Framework 2.1 Statement of the Kovel Doctrine This engagement is structured as a "Kovel" arrangement pursuant to the doctrine established by the United States Court of Appeals for the Second Circuit in United States v. Kovel, 296 F.2d 918 (2d Cir. 1961). Under the Kovel doctrine, an outside expert retained by counsel to assist in the provision of legal advice to a client may be brought within the p

3. Scope of Services 3.1 Overview. WVG will provide economic analyses, valuation studies, benchmarking analyses, and expert reports and memoranda in the areas described below, all in support of C&H's legal defense of PPC's transfer pricing positions under IRC § 482, the Treasury Regulations promulgated thereunder (including, but not limited to, Treas. Reg. §§ 1.482-1, 1.482-4, 1.482-5, and 1.482-7), and the OECD Tran

4. WVG Engagement Team 4.1 Lead Economist Dr. Helena Vasquez, Ph.D. (Economics), Managing Director, Whitmore Valuation Group LLC, shall serve as the lead economist responsible for overseeing all aspects of WVG's engagement, including the direction of all analyses, the review and approval of all deliverables, and the overall quality and integrity of WVG's work product. Dr. Vasquez shall serve as the primary point of c

5. C&H Engagement Team and Direction 5.1 C&H Team The C&H attorneys who will direct and supervise WVG's engagement are as follows: (a) Leonard Cross, Partner, Tax Department, Calderwood & Harkness LLP, 1735 Market Street, Suite 3100, Philadelphia, PA 19103. Mr. Cross is the partner responsible for C&H's representation of PPC and will provide overall strategic direction for WVG's engagement. (b) Sylvia Hartwell, Partn

6. Fee Arrangement 6.1 Billing Rate WVG shall bill C&H at a blended hourly rate of $650.00 per hour for all professional time incurred in connection with this engagement. This blended rate applies to all WVG professional personnel assigned to the engagement, regardless of seniority, including time billed by Dr. Vasquez (Managing Director), Dr. Chakrabarti (Senior Director), and any other analysts, associates, or rese

7. Billing Client and Payment Responsibility WVG's engagement is with C&H, and not directly with PPC or any of its affiliates. C&H is responsible for payment of WVG's invoices, and WVG shall look solely to C&H for payment. C&H's obligation to pay WVG for services rendered and expenses incurred is not contingent upon C&H's receipt of payment from PPC or upon the outcome of the IRS examination or any related proceeding

8. Confidentiality 8.1 Confidential Information WVG acknowledges that all information, data, documents, and materials provided to WVG by C&H, PPC, or any agent or representative thereof in connection with this engagement is confidential and proprietary (collectively, "Confidential Information"). Confidential Information includes, without limitation: (a) PPC's financial data, including revenue data, cost data, operati

9. Privilege Protocols 9.1 Document Marking All WVG documents, work papers, drafts, notes, spreadsheets, financial models, databases, email communications, memoranda, reports, presentations, and other materials prepared in connection with this engagement shall be prominently marked with the following legend: "PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL — ATTORNEY WORK PRODUCT" This legend shall

10. Conflicts of Interest WVG represents and warrants that it has conducted a thorough conflicts check and has determined that it has no current engagement, client relationship, financial interest, or other relationship that would create a conflict of interest with respect to this engagement or that would impair WVG's ability to provide objective and independent economic analyses to C&H. Specifically, WVG represents

11. Independence and Objectivity While WVG's work is directed by and performed under the control of C&H, WVG shall at all times apply its independent professional judgment in conducting economic analyses, evaluating data, selecting methodologies, and arriving at economic conclusions. WVG's analyses shall be based on sound economic principles, appropriate methodologies recognized under IRC § 482 and the Treasury Regul

12. Term and Termination 12.1 Effective Date This engagement is effective as of June 20, 2022. 12.2 Duration. This engagement shall continue until the earlier of: (a) the conclusion of the IRS examination of PPC for TY 2017–2020, including any administrative proceedings before the IRS Office of Appeals that may follow the examination; or (b) written termination by either party upon not less than thirty (30) days' pri

13. Limitation of Liability WVG's aggregate liability to C&H and PPC arising out of or in connection with this engagement — whether based on contract, tort, negligence, strict liability, or any other theory of liability — shall not exceed the total fees actually paid by C&H to WVG under this engagement, except in cases of WVG's willful misconduct or gross negligence. In no event shall WVG be liable to C&H, PPC, or an

14. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof. The parties consent to the application of New York law to all matters arising out of or relating to this engagement, including matters relating to the existence, scope, and waiver of privilege. Any dispute, c

15. Entire Agreement and Amendments This letter constitutes the entire agreement between C&H and WVG with respect to the engagement described herein and supersedes all prior or contemporaneous oral or written communications, proposals, representations, or agreements with respect to the subject matter hereof. No amendment, modification, or supplement to this letter shall be effective unless set forth in a written inst

16. Acceptance and Execution If the foregoing terms are acceptable, please sign and return a copy of this letter to my attention. Upon execution by both parties and acknowledgment by PPC, this letter shall constitute a binding agreement between C&H and WVG. We look forward to working with you and your team on this important matter. Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Name: Leonard Cross Title: Pa