Contract analysis

I. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or "the Firm") respectfully submits this response on behalf of our client, Penterra Pharmaceuticals Corp. ("PPC"), EIN 22-3741856, pursuant to the Power of Attorney (IRS Form 2848) filed with the Internal Revenue Service on June 8, 2022. The Form 2848 names the following individuals as authorized representatives of PPC in connection with this examination: L

II. Background — The Cost-Sharing Arrangement and PCT Payment To provide context for the documents being produced, we set forth below a brief factual summary of the cost-sharing arrangement and the related PCT payment that is the subject of IDR No. 5. This summary is intended to assist the examination team in reviewing the enclosed materials and is not intended to constitute an exhaustive recitation of all relevant f

III. Description of Documents Produced The documents produced in response to IDR No. 5 are organized in seven tabbed sections, each of which is described below. All documents have been Bates-numbered using the convention PPC-IDR05-XXXXXX, beginning with PPC-IDR05-000001 and continuing sequentially through the final document in the production. A. Tab 1: PCT Valuation Report Tab 1 contains the complete PCT valuation re

IV. Privilege Reservation PPC has produced the PCT valuation report and all supporting workpapers requested in IDR No. 5 in their entirety. To the best of our knowledge, no documents responsive to IDR No. 5 have been withheld from this production on the basis of privilege. We do, however, reserve PPC's right to assert the attorney-client privilege, the tax practitioner privilege under IRC § 7525, and the work product

V. Document Production Details The following summarizes the details of the document production made in connection with this response: Number of Tabs Produced: Seven (7), as described in Section III above (Tabs 1 through 7). Format of Production: The documents are produced in both hard copy and electronic format. The hard copy production consists of the complete PCT valuation report and all supporting workpapers, orga

VI. Continuing Cooperation PPC remains fully committed to cooperating with the Internal Revenue Service in connection with this examination and will promptly respond to any follow-up questions or supplemental requests for information regarding the materials produced herein. PPC understands the importance of providing the examination team with complete and timely access to the information necessary to evaluate the tra

VII. Contact Information We respectfully request that all future communications regarding this examination, including any follow-up questions regarding the materials produced in response to IDR No. 5 and any additional information document requests, be directed to: Leonard Cross Partner, Tax Department Calderwood & Harkness LLP 1735 Market Street, Suite 3100 Philadelphia, PA 19103 Telephone: (215) 864-7218 Email: lcr