Contract analysis

I. Introduction and Purpose This Exhibit D summarizes the factual evidence establishing that Penterra Biopharma International DAC ("PBI") maintained robust economic substance throughout the tax years at issue (2017, 2018, 2019, and 2020). The evidence set forth herein is drawn from documents and data produced during the course of the IRS examination and from additional factual investigation conducted by Calderwood &

II. PBI Corporate Organization and Governance A. Entity Details PBI's full legal name is Penterra Biopharma International Designated Activity Company, commonly abbreviated as "Penterra Biopharma International DAC." The entity's Irish Tax Reference number is 3218764T. PBI is organized as a Designated Activity Company under Irish law, a corporate form that provides a defined scope of activities as set forth in its cons

III. PBI Personnel and Headcount A. Headcount Growth Trajectory PBI was established in 2012 with an initial complement of 52 employees. These founding employees were recruited to staff PBI's core functional areas and to enable PBI to begin operating as the non-Americas principal immediately upon the commencement of the CSA and IP ownership structure on July 1, 2012. Over the eight years from PBI's establishment throu

IV. Physical Presence in Ireland A. Office Space PBI maintained dedicated office space of approximately 18,000 square feet at Sandyford Business Park, Dublin D18 K7T4, Ireland, throughout the 2017–2020 examination period. PBI's office space was located on the fourth floor of Claremont House, a modern, purpose-built commercial office building situated in one of Dublin's established business districts. Sandyford Busine

V. DEMPE Functions Performed by PBI A. Overview of the DEMPE Framework The OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations, as revised in 2017 and further updated in 2022, establish in Chapter VI the DEMPE framework as the principal analytical tool for determining which entity (or entities) within a multinational enterprise group is entitled to the returns attributable to intang

VI. Commercial Operations and Revenue A. Key Products Commercialized by PBI (Non-Americas) PBI's non-Americas commercial operations encompassed the marketing, distribution, and sale of PPC's key pharmaceutical products across 68 country markets. The three principal products in PBI's non-Americas portfolio during the 2017–2020 period were as follows: Veritaxol (Oncology). Veritaxol is PPC's blockbuster oncology compou

VII. Risk Assumption and Management PBI bore genuine market risk with respect to the non-Americas territory throughout the 2017–2020 examination period. The risks borne by PBI included, without limitation, the following: • Demand risk. PBI bore the risk that demand for its products in the non-Americas territory would fall below expectations due to competitive dynamics, changes in prescribing patterns, or other market

VIII. Irish Tax Compliance and Substance Requirements PBI complied fully with all Irish tax reporting and substance requirements throughout the 2017–2020 examination period. PBI filed Irish corporation tax returns for each year at issue and paid all taxes due on a timely basis. PBI was subject to the standard Irish corporation tax rate of 12.5% on its trading income. From fiscal year 2016 forward, PBI claimed benefit

IX. Summary Table — Key Indicators of PBI Economic Substance (2017–2020) The following table summarizes the key indicators of PBI's economic substance during the 2017–2020 examination period:

X. Conclusion The evidence summarized in this Exhibit D conclusively establishes that Penterra Biopharma International DAC maintained genuine and robust economic substance throughout the 2017, 2018, 2019, and 2020 tax years. PBI was not a shell entity, a brass-plate company, or a passive repository for intellectual property. To the contrary, PBI was a fully operational commercial enterprise that performed substantive