Contract analysis

1. Matter Overview This Matter Staffing Plan sets forth the organizational structure, team responsibilities, phased work plan, communication protocols, and budget and billing framework for Calderwood & Harkness LLP's ("C&H" or the "Firm") representation of Penterra Pharmaceuticals Corp. ("PPC" or the "Client") in connection with the multi-year transfer pricing examination initiated by the Internal Revenue Service, La

2. Key Client Contacts The following individuals have been designated by PPC as the principal client contacts for the engagement. All substantive communications regarding the examination defense, document requests, and strategic decision-making will be channeled through these contacts in accordance with the communication protocols set forth in Section 8 of this Plan. Marcus Whitfield — VP, Global Tax, PPC. Mr. Whitfi

3. IRS Examination Team The following individuals have been identified as members of the IRS examination team and related IRS personnel assigned to the PPC examination. All communications with the IRS will be conducted in accordance with the communication protocols set forth in Section 8 and will be directed through Leonard Cross as the authorized representative under Form 2848. Gerald Meskill — Supervisory Revenue A

4. Calderwood & Harkness Engagement Team — Roles and Responsibilities This Section sets forth the composition, qualifications, and specific responsibilities of each member of the C&H engagement team assigned to Matter 1018-00009. The team has been structured to provide comprehensive coverage across the legal, economic, and procedural dimensions of the examination defense, with clearly delineated roles to ensure effic

5. Outside Expert — Whitmore Valuation Group LLC Entity: Whitmore Valuation Group LLC, 200 Ashbury Asset Advisors, Suite 700, Boston, MA 02109. Whitmore is organized as a Delaware limited liability company and provides transfer pricing economic consulting, valuation, and expert witness services to law firms and multinational corporations. Engagement Basis: Whitmore has been retained by Calderwood & Harkness LLP under

6. Coordinating Outside Advisors 6.1 Crestfield & Associates LLP (PPC Independent Auditor / TP Documentation Preparer) Entity: Crestfield & Associates LLP, 1200 Avenue of the Americas, New York, NY 10036. Role: Crestfield serves as PPC's independent auditor and preparer of PPC's consolidated federal income tax returns (Forms 1120) for Tax Years 2017 through 2020. Crestfield also originally prepared PPC's contemporane

7. Phased Work Plan and Staffing Allocation The engagement has been organized into five phases, corresponding to the natural progression of the IRS examination and Appeals process. The following sets forth the key activities, lead responsibilities, and supporting team assignments for each phase. Phase 1: Engagement Setup and Initial Assessment (June 2022) Objective: Establish the engagement infrastructure, compl