Contract analysis

I. Description of Responsive Documents A. Intercompany intellectual Property License Agreement — Legacy Compounds The principal document produced in response to IDR No. 3 is the Intercompany intellectual Property License Agreement for Legacy Compounds (the "Legacy License Agreement" or the "Agreement"), executed by and between Penterra Pharmaceuticals Corp., a Delaware corporation, as Licensor, and Penterra Biopharma

II. Summary of Key License Terms and Transfer Pricing Support For the convenience of Revenue Agent Dunleavy and the examining team, we provide the following brief narrative summary of the material terms of the Legacy License Agreement and the transfer pricing support for the intercompany royalty rate. The royalty rate of 4.5% of Net Sales was established on an arm's-length basis, consistent with the requirements of I

III. Document Production Index The following documents are being produced in connection with this response to IDR No. 3. All documents are Bates-stamped using the production numbering convention PPC-IDR3-000001 through PPC-IDR3-000087: Total pages produced: 87 No documents responsive to IDR No. 3 have been withheld on the basis of privilege. To the extent the examining team's review of the Legacy License Agreement an

IV. Privilege Reservation PPC has produced the documents described above in response to IDR No. 3. In making this production, PPC expressly reserves all applicable privileges, protections, and immunities, including but not limited to the attorney-client privilege, the work-product doctrine (as set forth in Fed. R. Civ. P. 26(b)(3) and its common-law equivalents), the tax practitioner privilege under IRC § 7525, and a

V. Reservation of Rights PPC reserves all rights to supplement, clarify, correct, or amend this response and the accompanying document production at any time, including without limitation the right to produce additional documents, provide additional explanations, or revise any statement made herein as additional information becomes available or as may be necessary to ensure the completeness and accuracy of this respo

VI. Offer of Cooperation Calderwood & Harkness LLP and PPC remain committed to cooperating with the examining team in a timely and transparent manner throughout the course of this examination. We are available to discuss this response, the documents produced herewith, or any related matters at your convenience. Should the examining team have questions regarding the Legacy License Agreement, its terms, or its applicat