SECRETARY'S CERTIFICATE OF VERIDIAN HEALTH RESEARCH NETWORK, INC.
Delivered in connection with the Master Clinical Trial Agreement dated June 28, 2023, by and between Penterra Pharmaceuticals Corp. and Veridian Health Research Network, Inc.
I, Margaret R. Shaughnessy, hereby certify that I am the duly elected, qualified, and acting Secretary of Veridian Health Research Network, Inc., a corporation organized and existing under the laws of the State of Delaware and recognized as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (hereinafter referred to as "Veridian," the "Network," or the "Corporation"), with its principal executive offices located at 750 Research Parkway, 8th Floor, Philadelphia, Pennsylvania 19104, and bearing Employer Identification Number 23-4178205.
This Secretary's Certificate (this "Certificate") is dated as of July 5, 2023 (the "Closing Date") and is being delivered pursuant to the requirements of that certain Master Clinical Trial Agreement dated June 28, 2023 (the "MCTA"), by and between Penterra Pharmaceuticals Corp., a Delaware corporation (the "Sponsor"), and Veridian Health Research Network, Inc. ("Veridian" or the "Network"), for Protocol PPC-4871-III, titled "CLARION — Clinical Assessment of Response with Longitudinal Investigation in ONcology" (the "Protocol" or the "CLARION Trial").
The MCTA contemplates a total deal value of Eighty Million Dollars ($80,000,000), which encompasses site fees, per-patient payments, investigator grants, and operational costs across thirty-eight (38) Veridian Network sites located in fourteen (14) states throughout the United States. The MCTA was executed concurrently with that certain intellectual Property Side Letter dated June 28, 2023, by and between the Sponsor and Veridian (the "IP Side Letter"). The MCTA, the IP Side Letter, all Individual Site Agreements executed or to be executed in connection therewith, and all schedules, exhibits, appendices, certificates, and ancillary agreements executed or to be executed in connection with the foregoing are collectively referred to herein as the "Transaction Documents."
In my capacity as Secretary of the Corporation, and having access to the corporate books, records, minute books, and seal of the Corporation, I do hereby certify, represent, and confirm, for the benefit of the Sponsor and its counsel, as follows:
Section 1: Good Standing and Organization
I hereby certify that Veridian Health Research Network, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on March 14, 2007, as evidenced by the Certificate of Incorporation filed with the Secretary of State of the State of Delaware on that date. The Corporation has the full corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.
Veridian is recognized as a tax-exempt organization under Section 501(c)(3) of the Code. The Corporation received its determination letter from the Internal Revenue Service dated September 22, 2007, and such determination has not been revoked, suspended, modified, or otherwise impaired. The Corporation continues to operate in a manner consistent with its tax-exempt purposes.
Veridian is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification necessary, including, without limitation, the following states:
(a) the Commonwealth of Pennsylvania (the state of the Corporation's principal executive offices);
(b) the State of Illinois;
(c) the Commonwealth of Massachusetts;
(d) the State of Colorado;
(e) the State of Georgia; and
(f) each of the fourteen (14) states in which Veridian Network sites participating in the CLARION Trial are located, as more fully described in Schedule 1.1 to the MCTA.
I further certify that a true, correct, and complete copy of the Certificate of Incorporation of Veridian Health Research Network, Inc., including all amendments, corrections, and restatements thereto as filed with the Secretary of State of the State of Delaware through and including the date hereof, is attached hereto as Attachment A. No further amendments, restatements, certificates of correction, or other modifications to the Certificate of Incorporation have been filed with the Secretary of State of the State of Delaware or are pending or contemplated as of the date hereof.
I further certify that a true, correct, and complete copy of the Bylaws of Veridian Health Research Network, Inc., as amended to date, is attached hereto as Attachment B. No further amendments, modifications, restatements, or supplements to the Bylaws have been adopted by the Board of Directors or are pending or contemplated as of the date hereof.
Section 2: Board Resolutions
I hereby certify that at a duly convened special meeting of the Board of Directors of Veridian Health Research Network, Inc., held on June 22, 2023, at which a quorum of the directors was present and acting throughout the entirety of the meeting in accordance with the Certificate of Incorporation and Bylaws of the Corporation and the General Corporation Law of the State of Delaware, the Board of Directors duly adopted certain resolutions (the "Resolutions") relating to the Transaction Documents.
A true, correct, and complete copy of the Resolutions, as extracted from the minutes of the Board of Directors meeting held on June 22, 2023, is attached hereto as Attachment C.
Without limiting the generality of the foregoing, the Resolutions authorize and approve the following actions:
(a) The authorization and approval of Veridian's entry into, execution, and delivery of the Master Clinical Trial Agreement with Penterra Pharmaceuticals Corp. for Protocol PPC-4871-III (CLARION), with a total deal value of Eighty Million Dollars ($80,000,000) over the projected sixty (60) month study duration, substantially in the form presented to and reviewed by the Board of Directors;
(b) The authorization and approval of Veridian's entry into, execution, and delivery of the intellectual Property Side Letter dated June 28, 2023, by and between the Sponsor and Veridian, substantially in the form presented to and reviewed by the Board of Directors;
(c) The authorization and approval of the execution and delivery of Individual Site Agreements (in the form of joinder agreements appended to the MCTA) by Veridian Network member institutions, including, without limitation, Graystone University Medical Center and Lakemont Medical Center, with such modifications as the authorized signatories of the Corporation may approve;
(d) The authorization and empowerment of each of the officers named in Section 3 of this Certificate, each acting individually and without the joinder of any other officer, to execute and deliver the Transaction Documents and all ancillary documents, instruments, certificates, consents, notices, and agreements on behalf of the Corporation as such officer may deem necessary, desirable, or appropriate in connection with the transactions contemplated by the Transaction Documents; and
(e) The authorization and empowerment of each such officer to take any and all further actions, and to execute and deliver any and all further documents, instruments, and certificates, as such officer may deem necessary, desirable, or appropriate to consummate and carry out the transactions contemplated by the Transaction Documents and the intent and purposes of the Resolutions.
I further certify that the Resolutions have not been amended, modified, supplemented, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof. No other or further resolutions have been adopted by the Board of Directors that would in any way limit, restrict, or otherwise affect the authority granted in the Resolutions.
Section 3: Incumbency of Authorized Signatories
I hereby certify the incumbency, authority, and specimen signatures of the following individuals, each of whom has been duly elected or appointed to the office set forth opposite his name, is qualified to serve in such capacity, and holds such office as of the date hereof:
3.1 Dr. Franklin Osei, M.D., Ph.D.
Title: President and Chief Executive Officer
Organization: Veridian Health Research Network, Inc.
Authority: Dr. Osei is an authorized signatory for the MCTA and all Transaction Documents. Dr. Osei executed the MCTA on behalf of the Corporation on June 28, 2023, and the Closing Certificate on July 5, 2023. Dr. Osei is authorized to act individually, without the joinder of any other officer, in executing and delivering any and all documents, instruments, and certificates contemplated by the Transaction Documents.
Specimen Signature:
________________________________________
Dr. Franklin Osei, M.D., Ph.D.
3.2 Gregory Callahan, Esq.
Title: Vice President, Legal & Compliance
Organization: Veridian Health Research Network, Inc.
Authority: Mr. Callahan is an authorized signatory for the MCTA and all Transaction Documents. Mr. Callahan serves as the legal lead for Veridian in connection with the negotiation, execution, and performance of the CLARION Trial MCTA and the ancillary Transaction Documents. Mr. Callahan is authorized to act individually, without the joinder of any other officer, in executing and delivering any and all documents, instruments, and certificates contemplated by the Transaction Documents.
Specimen Signature:
________________________________________
Gregory Callahan, Esq.
I further certify that each of the above-named individuals has been duly elected or appointed to the office set forth opposite his name in accordance with the Certificate of Incorporation, Bylaws, and applicable resolutions of the Board of Directors of the Corporation, is qualified to serve in such capacity under applicable law and the governing documents of the Corporation, and holds such office as of the date hereof. The signature set forth opposite each such individual's name is the true and genuine signature of such individual.
Section 4: No Conflicts
I hereby certify that, to the best of my knowledge after due inquiry and review of the corporate books and records of the Corporation, the execution, delivery, and performance by Veridian of the Transaction Documents do not and will not:
(a) violate, conflict with, or result in any breach or contravention of any provision of the Certificate of Incorporation or Bylaws of Veridian, each as amended to date and as currently in effect;
(b) violate, conflict with, or result in any breach or contravention of any resolution heretofore adopted by the Board of Directors of Veridian (including, without limitation, the Resolutions attached hereto as Attachment C) or any committee thereof;
(c) result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, give rise to a right of termination, cancellation, or acceleration of any obligation under, or result in the creation of any lien, encumbrance, or security interest upon any of the properties or assets of Veridian under, any material agreement, contract, indenture, instrument, or other arrangement to which Veridian is a party or by which any of its properties or assets may be bound; or
(d) violate any applicable statute, law, rule, regulation, order, judgment, or decree of any governmental authority applicable to Veridian or its properties or assets, in each case as currently in effect.
I further certify that no consent, approval, authorization, order, filing, registration, or qualification of or with any court, governmental authority, or other person or entity (other than those that have already been obtained or made and are in full force and effect as of the date hereof) is required in connection with Veridian's execution, delivery, or performance of the Transaction Documents or the consummation of the transactions contemplated thereby.
Section 5: Organizational Documents
The following organizational and corporate documents of Veridian Health Research Network, Inc. are attached to this Certificate and incorporated herein by reference:
Attachment A: Certificate of Incorporation of Veridian Health Research Network, Inc., as amended to date, as filed with the Secretary of State of the State of Delaware, together with all amendments, certificates of correction, and restatements thereof.
Attachment B: Bylaws of Veridian Health Research Network, Inc., as amended to date, together with all amendments and restatements thereof.
Attachment C: Resolutions of the Board of Directors of Veridian Health Research Network, Inc. adopted at the special meeting held on June 22, 2023, authorizing the entry into and performance of the Transaction Documents.
I hereby certify that each document attached hereto as Attachments A, B, and C, respectively, is a true, correct, and complete copy of the original, has been compared by me against the original maintained in the corporate records of the Corporation, and that no modifications, amendments, supplements, or other changes have been made thereto since the dates indicated on each such document.
Section 6: Additional Certifications
I hereby further certify as follows:
(a) No Dissolution. Veridian has not filed any certificate of dissolution, articles of dissolution, or certificate of cancellation with the Secretary of State of the State of Delaware or with any other governmental authority. No proceedings for the dissolution, liquidation, or winding up of Veridian have been commenced, are pending, or, to the best of my knowledge, are contemplated by the Board of Directors or any member, officer, or other person associated with the Corporation.
(b) No Bankruptcy or Insolvency Proceedings. No petition in bankruptcy, application for receivership, proceeding under any insolvency law, assignment for the benefit of creditors, or any similar proceeding has been filed by or against Veridian, and no such petition, application, proceeding, or assignment is pending, contemplated, or threatened against Veridian. Veridian is solvent and able to pay its debts as they become due in the ordinary course of business.
(c) Tax-Exempt Status. Veridian continues to maintain its status as an organization described in Section 501(c)(3) of the Code, exempt from federal income taxation under Section 501(a) of the Code. No event has occurred, no action has been taken, and no condition exists that would reasonably be expected to jeopardize, impair, or otherwise adversely affect such tax-exempt status. The Corporation is not currently under audit or examination by the Internal Revenue Service with respect to its tax-exempt status, and no such audit or examination has been threatened or is reasonably anticipated.
Section 7: Reliance
This Certificate is delivered to Penterra Pharmaceuticals Corp. and its legal counsel, Calderwood & Harkness LLP, located at 280 Park Avenue, 34th Floor, New York, New York 10017, in connection with the closing of the transactions contemplated by the Transaction Documents on the Closing Date. Penterra Pharmaceuticals Corp. and Calderwood & Harkness LLP are entitled to rely fully and unconditionally upon this Certificate and the certifications, representations, and statements contained herein in connection with the closing of the transactions contemplated by the Transaction Documents, the disbursement of funds thereunder, and the rendering of any legal opinions related thereto.
This Certificate is being delivered on behalf of Veridian Health Research Network, Inc. in my capacity as Secretary of the Corporation and not in any individual or personal capacity. The certifications and representations contained herein are made solely in my capacity as an officer of the Corporation and shall not give rise to any personal liability on my part.
[Remainder of page intentionally left blank; signature page follows.]
SIGNATURE PAGE TO SECRETARY'S CERTIFICATE VERIDIAN HEALTH RESEARCH NETWORK, INC.
IN WITNESS WHEREOF, the undersigned has duly executed this Secretary's Certificate as of July 5, 2023.
VERIDIAN HEALTH RESEARCH NETWORK, INC.
By: ________
Name: Margaret R. Shaughnessy
Title: Secretary
Date: July 5, 2023
Address:
750 Research Parkway, 8th Floor Philadelphia, Pennsylvania 19104
ATTACHMENT A
Certificate of Incorporation of Veridian Health Research Network, Inc.
as amended to date, as filed with the Secretary of State of the State of Delaware
[Full document attached behind this cover sheet]
ATTACHMENT B
Bylaws of Veridian Health Research Network, Inc.
as amended to date
[Full document attached behind this cover sheet]
ATTACHMENT C
Resolutions of the Board of Directors of Veridian Health Research Network, Inc.
Adopted at the Special Meeting of the Board of Directors Held on June 22, 2023
The following resolutions were duly adopted at a special meeting of the Board of Directors of Veridian Health Research Network, Inc., a Delaware corporation and Section 501(c)(3) tax-exempt research organization (the "Corporation"), held on June 22, 2023, at the Corporation's principal offices located at 750 Research Parkway, 8th Floor, Philadelphia, Pennsylvania 19104, at which a quorum of the directors was present and acting throughout the entirety of the meeting.
WHEREAS, the Corporation is a multi-site clinical research organization that operates and coordinates clinical research activities across thirty-eight (38) academic medical centers and affiliated research sites located in fourteen (14) states throughout the United States;
WHEREAS, Penterra Pharmaceuticals Corp., a Delaware corporation (the "Sponsor"), has proposed to enter into a Master Clinical Trial Agreement (the "MCTA") with the Corporation for the conduct of Protocol PPC-4871-III, titled "CLARION — Clinical Assessment of Response with Longitudinal Investigation in ONcology," a Phase III randomized, double-blind, placebo-controlled clinical trial of penterafenib (PPC-4871) in adult patients with advanced hepatocellular carcinoma (the "CLARION Trial");
WHEREAS, the MCTA contemplates a total deal value of Eighty Million Dollars ($80,000,000), covering site fees, per-patient payments, investigator grants, and operational costs, with projected enrollment of approximately 1,200 subjects across the Corporation's Network sites over a forty-two (42) month enrollment period with an additional eighteen (18) month follow-up period, for a total projected study duration of approximately sixty (60) months;
WHEREAS, in connection with the MCTA, the Sponsor and the Corporation propose to enter into an intellectual Property Side Letter dated as of June 28, 2023 (the "IP Side Letter"), addressing the allocation of intellectual property rights arising from the CLARION Trial;
WHEREAS, the MCTA will be governed by the laws of the State of New York, without regard to conflicts of law principles;
WHEREAS, the Board of Directors has reviewed the form of the MCTA, the IP Side Letter, and the related Transaction Documents and has received presentations from management regarding the terms, conditions, and strategic benefits of the proposed transaction;
WHEREAS, the Board of Directors has determined, after careful review and deliberation, that the entry into the MCTA, the IP Side Letter, and the related Transaction Documents is in the best interests of the Corporation and consistent with its tax-exempt charitable and educational purposes;
NOW, THEREFORE, BE IT RESOLVED, that the Corporation's entry into, execution, and delivery of the Master Clinical Trial Agreement with Penterra Pharmaceuticals Corp. for Protocol PPC-4871-III (CLARION), substantially in the form presented to and reviewed by the Board of Directors, with such changes, modifications, and amendments as may be approved by the officers authorized below, be and hereby is authorized and approved in all respects;
RESOLVED FURTHER, that the Corporation's entry into, execution, and delivery of the intellectual Property Side Letter dated as of June 28, 2023, by and between the Sponsor and the Corporation, substantially in the form presented to and reviewed by the Board of Directors, with such changes, modifications, and amendments as may be approved by the officers authorized below, be and hereby is authorized and approved in all respects;
RESOLVED FURTHER, that each of Dr. Franklin Osei, M.D., Ph.D., President and Chief Executive Officer of the Corporation, and Gregory Callahan, Esq., Vice President, Legal & Compliance of the Corporation (each, an "Authorized Officer"), acting individually and without the joinder of any other officer or director, be and each hereby is authorized, empowered, and directed, in the name and on behalf of the Corporation, to execute and deliver the MCTA, the IP Side Letter, closing certificates, secretary's certificates, compliance certificates, and all other ancillary documents, instruments, and certificates as any such Authorized Officer may deem necessary, desirable, or appropriate in connection with the transactions contemplated by the Transaction Documents, with such changes, modifications, and amendments to the forms of such documents as such Authorized Officer may approve, such approval to be conclusively evidenced by his execution and delivery thereof;
RESOLVED FURTHER, that each Authorized Officer, acting individually and without the joinder of any other officer or director, be and each hereby is authorized, empowered, and directed to take any and all further actions, to execute and deliver any and all further documents, instruments, agreements, certificates, consents, notices, and filings, and to pay or cause to be paid any and all fees, costs, and expenses, as any such Authorized Officer may deem necessary, desirable, or appropriate to consummate and carry out fully the transactions contemplated by the Transaction Documents and the intent and purposes of these Resolutions, with such acts and the execution and delivery of such documents to be conclusive evidence of the approval thereof by the Board of Directors;
RESOLVED FURTHER, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Corporation in connection with the negotiation, preparation, and documentation of the MCTA, the IP Side Letter, and the other Transaction Documents, in each case as contemplated by these Resolutions, be and each hereby is ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Corporation.
I, Margaret R. Shaughnessy, Secretary of Veridian Health Research Network, Inc., hereby certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Corporation at a special meeting held on June 22, 2023, at which a quorum was present and acting throughout. The foregoing resolutions have not been amended, modified, supplemented, revoked, or rescinded in any respect and remain in full force and effect as of July 5, 2023.
________________________________________
Margaret R. Shaughnessy Secretary Veridian Health Research Network, Inc.
Date: July 5, 2023