Contract analysis

Section 1: Overview and Purpose This Exhibit A presents the organizational and ownership structure of Penterra Pharmaceuticals Corp. ("PPC") and its relevant subsidiaries for the tax years under examination (2017, 2018, 2019, and 2020). The chart and accompanying narrative illustrate the corporate chain relevant to the transfer pricing arrangements at issue in this protest, including, in particular, the cost-sharing

Section 2: Organizational Chart — Corporate Ownership Structure The following presents the detailed organizational structure of Penterra Pharmaceuticals Corp. and its relevant subsidiaries, organized by tier within the corporate chain. The ownership chain runs vertically from the ultimate U.S. parent corporation through a single intermediate Luxembourg holding entity to the Irish IP-holding and principal entity, and

1. Cost-Sharing Arrangement (CSA). The CSA between PPC and PBI became effective July 1, 2012. Under the CSA, PBI acquired the right to develop and exploit PPC's pharmaceutical IP portfolio outside the Americas. At the inception of the CSA, PBI made a platform contribution transaction (PCT) payment to PPC in the amount of $312 million, reflecting the value of PPC's pre-existing IP portfolio and make-or-buy rights at t

2. Legacy IP License Agreement. Separately from the CSA, PBI licenses certain pre-2012 legacy compounds from PPC under a License Agreement that predates the CSA. These legacy compounds include products for which PPC retained all IP rights and did not contribute to the CSA's intangible development pool. PBI pays PPC a royalty at a rate of 4.5% of net sales generated by PBI from the commercialization of such legacy com

Section 3: Key Intercompany Relationships and Agreements — Summary Table The following table summarizes all intercompany agreements among the entities in the PPC corporate chain that are relevant to the issues under examination. These agreements are described in greater detail in the body of the Formal Protest and in the accompanying exhibits. All intercompany agreements were entered into at arm's length and have bee

Section 4: Territory Allocation Note The following note clarifies the territorial delineation of the intellectual property structure that underlies the intercompany arrangements at issue in this examination. Americas Territory (Rights Retained by PPC): PPC retains all development and commercial exploitation rights for the Americas territory, which encompasses North America (United States and Canada), Mexico, Central

Section 5: Related Parties Not in Direct Ownership Chain The following entities and advisors are relevant to the examination but are not part of the direct corporate ownership chain of Penterra Pharmaceuticals Corp. These parties are identified here for the convenience of the IRS Independent Office of Appeals and to provide a complete picture of the advisors and counterparties involved in the preparation and review o

Section 6: Certification This Exhibit A is a true and accurate representation of the corporate ownership structure of Penterra Pharmaceuticals Corp. and its relevant subsidiaries as such structure existed during the tax years under examination (Tax Years ending December 31, 2017, December 31, 2018, December 31, 2019, and December 31, 2020). The information contained herein has been prepared based on PPC's corporate r