1018-00006 · Penterra Pharmaceuticals Corp · Engagement

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CALDERWOOD & HARKNESS LLP Attorneys at Law 600 Lexington Avenue, 30th Floor New York, NY 10022 Tel: (212) 554-7000

July 10, 2023

Anita M. Fremont, Esq. General Counsel Penterra Pharmaceuticals Corp. 400 Pharma Drive, Suite 800 Princeton, NJ 08540

Re: Engagement of Calderwood & Harkness LLP — Out-License of Compound PPC-4187 (Penteracitinib)

Dear Ms. Fremont:

1. Purpose and Engagement Confirmation

Calderwood & Harkness LLP (the "Firm" or "Calderwood & Harkness") is pleased to confirm its engagement by Penterra Pharmaceuticals Corp. ("Penterra" or the "Client"), a Delaware corporation publicly traded on the Nasdaq Global Select Market (ticker: PNTR), to serve as outside counsel in connection with the proposed out-licensing of Penterra's proprietary small-molecule compound PPC-4187 (proposed International Nonproprietary Name: Penteracitinib), a selective Janus kinase 1 (JAK1) inhibitor currently in Phase 3 clinical development for the treatment of moderate-to-severe atopic dermatitis, to a regional pharmaceutical partner with commercialization capabilities in the Asia-Pacific region (the "Transaction").

We appreciate the confidence Penterra has placed in our Firm, and we are committed to providing the highest level of professional service throughout the course of this engagement. This engagement letter (this "Letter") sets forth the terms and conditions under which Calderwood & Harkness will represent Penterra, including the scope of our representation, the composition of the engagement team, fee arrangements, billing procedures, and other terms and conditions governing the attorney-client relationship between the Firm and the Client. We ask that you review this Letter carefully and contact us with any questions before executing and returning a copy to our office.

The terms set forth in this Letter will govern the Firm's representation of Penterra in connection with the Transaction unless and until superseded or modified by a subsequent written agreement signed by both parties.

2. Scope of Representation

Calderwood & Harkness will represent Penterra in its capacity as licensor in connection with the following matters related to the out-licensing of PPC-4187:

2.1 Transaction Structuring and Negotiation. The Firm will advise Penterra on the overall deal structure of the proposed out-license, including the allocation of rights and obligations between licensor and licensee, the delineation of exclusive and co-exclusive rights within the licensed territory, the structuring of upfront payments, development and regulatory milestones, commercial milestones, and tiered royalty provisions. The Firm will negotiate the exclusive license agreement and all ancillary agreements with the selected licensee and its counsel, participate in negotiation sessions (whether in-person or by videoconference), prepare negotiation summaries and redline comparisons, and provide strategic counsel on negotiation tactics and fallback positions throughout the process.

2.2 intellectual Property Diligence. The Firm will conduct comprehensive intellectual property due diligence on the PPC-4187 patent portfolio, which currently comprises seven (7) patent families covering, among other things, composition of matter, crystalline polymorphic forms, methods of use in dermatological and immunological indications, oral and topical formulations, and manufacturing process innovations. Our diligence will include a review of prosecution histories, a chain-of-title analysis for all patents and patent applications within the portfolio, an assessment of the status and remaining term of each patent and any applicable patent term extensions or adjustments, and an analysis of the scope and enforceability of key claims in the licensed territory. The Firm will coordinate with Penterra's patent prosecution counsel, Whitford & Cascade Insurance Brokers (contact: Dr. Alan J. Whitford), as needed with respect to pending patent applications, responses to office actions, and any prosecution strategy considerations relevant to the Transaction. The Firm will also review freedom-to-operate analyses prepared by the Client or its patent counsel for the licensed territory and provide guidance on the intellectual property representations, warranties, and indemnification provisions to be included in the license agreement.

2.3 Trademark Matters. The Firm will review and advise Penterra on the licensing of the PENTECLAR trademark (U.S. Registration No. 6,789,012), including any related trademark registrations and pending applications in the licensed territory. Our review will encompass trademark ownership records, the scope of goods and services covered by existing registrations, the status of any pending oppositions or cancellation proceedings, and the quality control and usage standards to be included in the trademark license provisions of the Transaction documents.

2.4 Drafting of Transaction Documents. The Firm will prepare, review, and negotiate the full suite of Transaction documents, which is expected to include, without limitation, the following:

(a) the exclusive license agreement, together with all schedules thereto (including schedules listing the licensed patents, licensed know-how, licensed trademarks, the licensed territory, the development plan, the pricing methodology, and any other schedules as may be required);

(b) the escrow agreement governing the deposit and release of upfront license fees and milestone payments;

(c) the supply agreement for active pharmaceutical ingredient (API), including pricing, quality specifications, supply forecasting, safety stock requirements, and remedies for supply failure;

(d) the technology transfer agreement, covering the transfer of manufacturing know-how, analytical methods, stability data, and related documentation necessary for the licensee to manufacture or have manufactured the licensed product in the licensed territory;

(e) the trademark license agreement, setting forth the terms and conditions under which the licensee may use the PENTECLAR trademark and associated trade dress in the licensed territory;

(f) the pharmacovigilance agreement, establishing the parties' respective obligations with respect to adverse event reporting, safety data exchange, signal detection, and regulatory safety reporting in the licensed territory;

(g) the quality agreement, specifying quality standards, cGMP compliance obligations, audit rights, and change control procedures; and

(h) all ancillary documents, including side letters, disclosure schedules, and any other instruments necessary or advisable in connection with the Transaction.

2.5 Tax Structuring Advice. The Firm's Tax Group will advise Penterra on the tax implications of the Transaction, including applicable withholding tax obligations on cross-border royalty and milestone payments, transfer pricing considerations relating to the arm's-length pricing of licensed technology and API supply, and revenue recognition treatment of upfront payments, milestone receipts, and royalty income under applicable U.S. generally accepted accounting principles and Internal Revenue Code provisions. The Firm will coordinate with Penterra's independent auditors, Clarendon Bates LLP (contact: Robert F. Stanhope, CPA), as appropriate, to ensure alignment between the legal structuring of payment flows and the Client's financial reporting requirements.

2.6 Regulatory Analysis. The Firm will advise Penterra on whether a premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required in connection with the Transaction, taking into account the structure, value, and nature of the rights being conveyed. The Firm will also assess whether the Transaction may be subject to review by the Committee on Foreign Investment in the United States ("CFIUS") and, if so, advise on the advisability and timing of a voluntary filing or declaration. To the extent additional antitrust or foreign investment filings are required in the licensed territory, the Firm will identify such requirements and coordinate with local counsel as necessary.

2.7 Closing Deliverables. The Firm will prepare all closing deliverables customary for a transaction of this nature, including officer's certificates, secretary's certificates (attesting to board resolutions, organizational documents, and incumbency), legal opinions (including a customary enforceability opinion and, if required, a non-contravention opinion), closing checklists, signature pages, and executed document binders. The Firm will coordinate the closing mechanics, including the sequencing of deliverables, the release of funds from escrow, and the exchange of executed agreements.

2.8 Post-Closing Support. Following the closing of the Transaction, the Firm will advise Penterra on post-closing obligations, including the recordation of patent and trademark assignments or licenses with the applicable intellectual property offices, the formation and initial structuring of joint governance committees (including the Joint Steering Committee, Joint Development Committee, and Joint Commercialization Committee, as applicable), and the monitoring of ongoing contractual obligations such as milestone reporting, royalty auditing provisions, and compliance with development plan timelines. This post-closing support will continue for a reasonable period following the closing, as mutually agreed upon by the Firm and the Client.

Exclusions. The scope of this engagement does not include, and the Firm will not be responsible for, representation of Penterra in connection with any of the following:

(i) Securities and Exchange Commission ("SEC") disclosure obligations, including the preparation or review of Form 8-K filings, Form 10-Q or Form 10-K disclosures, proxy statements, or any other securities law compliance matters related to the Transaction or otherwise;

(ii) any litigation, arbitration, administrative proceeding, or other dispute arising from or related to the licensed compound PPC-4187, the licensed patents, or the Transaction, whether commenced before, during, or after the term of this engagement;

(iii) patent prosecution or maintenance activities, including the preparation, filing, or prosecution of patent applications, the payment of maintenance fees, or the conduct of inter partes review, post-grant review, or reexamination proceedings, all of which are handled by Whitford & Cascade Insurance Brokers; and

(iv) any matters outside the scope described in Sections 2.1 through 2.8 above, unless separately agreed in writing by the Firm and the Client.

If the Client wishes to engage the Firm for any matters outside the scope described above, the Firm and the Client will enter into a separate engagement letter or an amendment to this Letter addressing such additional matters.

3. Engagement Team

The following attorneys will comprise the core engagement team for this matter:

3.1 Responsible Partner. Marcus Delgado — Partner, intellectual Property Group. Mr. Delgado will serve as the responsible partner overseeing all aspects of the engagement. He will be the primary point of contact for the Client on all substantive and strategic matters and will have overall responsibility for the quality and timeliness of the Firm's work product. Mr. Delgado has over twenty years of experience advising pharmaceutical and biotechnology companies on complex licensing, collaboration, and technology transfer transactions, including numerous multi-jurisdictional out-license agreements in the Asia-Pacific region.

3.2 Billing Partner. Catherine Bloom — Partner, intellectual Property Group. Ms. Bloom will serve as the billing partner for this engagement and will be the primary contact for all billing-related inquiries. Ms. Bloom will also be available for substantive work as needed, particularly with respect to intellectual property diligence, trademark analysis, and the negotiation of key provisions of the license agreement. Ms. Bloom has extensive experience in pharmaceutical IP transactions and patent portfolio analysis.

3.3 Lead Associate. Peter Vassiliev — Associate, intellectual Property Group. Mr. Vassiliev will serve as the lead associate for the engagement and will be responsible for the day-to-day management of the matter, including initial and revised drafting of Transaction documents, IP diligence review and analysis, preparation of negotiation memoranda and issue lists, and coordination with opposing counsel. Mr. Vassiliev will report to Mr. Delgado and Ms. Bloom and will serve as a secondary point of contact for the Client's working team.

3.4 Working Associate. Wendy Schultz — Associate, intellectual Property Group. Ms. Schultz will assist with intellectual property diligence, including patent portfolio analysis and chain-of-title review, preparation of schedules to the license agreement (including the licensed patent schedule, licensed know-how schedule, and licensed trademark schedule), trademark clearance and registration review, and closing deliverables. Ms. Schultz will work under the supervision of Mr. Vassiliev, Ms. Bloom, and Mr. Delgado.

3.5 Tax Specialist. Sylvia Hartwell — Partner, Tax Group. Ms. Hartwell will advise Penterra on all tax-related aspects of the Transaction, including withholding tax structuring for cross-border payment flows, transfer pricing analysis and documentation, and revenue recognition considerations related to milestone payments and royalty income. Ms. Hartwell has significant experience advising life sciences companies on the tax structuring of out-license transactions with Asia-Pacific counterparties and is well-versed in the applicable bilateral tax treaties and local tax regimes.

Additional attorneys, counsel, or specialists may be assigned to the engagement as needed to address specific issues or to manage workload during periods of intensive activity. The Firm will provide notice to the Client before assigning additional professionals to the engagement, except in circumstances requiring immediate attention. The Firm may also engage paralegals and support staff whose time will be billed as described in Section 4 below.

4. Fee Arrangement

4.1 Hourly Rates

Fees for legal services rendered in connection with this engagement will be charged on an hourly basis. The current standard hourly rates for the attorneys assigned to this engagement are as follows:

Paralegal time will be billed at rates ranging from $350 to $450 per hour, depending on seniority and the nature of the tasks performed. If additional attorneys or specialists are assigned to the engagement, their rates will be communicated to the Client at the time of assignment.

The hourly rates set forth above are subject to periodic adjustment, generally on an annual basis effective January 1 of each calendar year. The Firm will provide the Client with at least thirty (30) days' prior written notice of any rate changes. Any rate adjustments will apply only to services rendered on or after the effective date of the adjustment and will not be applied retroactively to services previously rendered.

4.2 Estimated Total Fees

Based on the anticipated scope of the engagement as described in Section 2 above, including the drafting and negotiation of Transaction documents, intellectual property diligence, tax structuring advice, regulatory analysis, and closing, the Firm estimates that total professional fees for the engagement will be in the range of $850,000 to $1,100,000.

This estimate is provided solely for the Client's internal budgeting and planning purposes and does not constitute a cap, ceiling, fixed fee, or guaranteed maximum price for the engagement. Actual fees may be higher or lower than the estimated range depending on a number of factors, including but not limited to the complexity and duration of negotiations with the licensee and its counsel, the extent and nature of counterparty comments on the Transaction documents, the number of drafting rounds required to reach agreement on definitive documentation, the scope and complexity of intellectual property diligence (including the identification of any unexpected issues in the patent portfolio or freedom-to-operate analysis), changes in the scope of the Transaction or the addition of new work streams not originally contemplated, and other factors that may affect the time and resources required to complete the engagement.

The Firm will endeavor to keep the Client informed of fee accumulation on a regular basis and will promptly advise the Client if fees are anticipated to materially exceed the upper end of the estimated range, so that the Client may evaluate the situation and provide direction on how to proceed.

4.3 Disbursements and Expenses

In addition to professional fees for legal services, the Client will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the engagement. Such disbursements and expenses may include, without limitation:

(a) Travel expenses, including airfare, hotel accommodations, ground transportation, and meals, to the extent that travel is required in connection with the Transaction (e.g., for in-person negotiation sessions, closing meetings, or client meetings);

(b) Document reproduction, printing, and courier or delivery charges;

(c) Database and search fees, including fees for patent and trademark database searches (e.g., Pemberton Data Systems, Orbit intelligence, and USPTO/WIPO databases), legal research databases (e.g., Westmark Data Systems and Sundial Solutions), and corporate records searches;

(d) Filing fees, including fees for intellectual property recordation filings, antitrust filings (if applicable), and any other governmental or regulatory filing fees;

(e) Telecommunications charges, including charges for international calls, videoconferences, and data transmission related to the engagement; and

(f) Such other reasonable out-of-pocket expenses as may be incurred in the ordinary course of the engagement.

All expenses will be billed at cost without markup. The Firm will not incur any single disbursement in excess of $5,000 without the Client's prior approval, except for routine charges described above.

4.4 Billing and Payment

The Firm will render monthly invoices for professional fees and disbursements incurred during the preceding calendar month. Invoices will be delivered electronically to the Client's designated billing contact (or by such other method as the Client may request) and are due and payable within thirty (30) days of receipt.

Each invoice will include a detailed summary of the services rendered by each attorney during the billing period, including the date on which each service was performed, the identity of the attorney performing the service, the time expended (in increments of one-tenth of an hour), a narrative description of the services rendered, and a separate itemization of all disbursements and expenses. The Firm will comply with any reasonable outside counsel billing guidelines provided by the Client, to the extent consistent with the Firm's standard practices.

Questions or disputes regarding invoices should be directed to Catherine Bloom, the billing partner for this engagement, who can be reached at the contact information set forth in Section 12 below. The Firm and the Client will work cooperatively to resolve any billing questions in a timely manner.

In the event that any invoice remains unpaid for more than sixty (60) days after the date of the invoice, the Firm reserves the right to charge interest on the unpaid balance at a rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less. The Firm also reserves the right to suspend work on the engagement if any invoice remains unpaid for more than ninety (90) days, subject to the Firm's professional obligations under applicable rules of professional conduct.

5. Client Responsibilities

The Client agrees to cooperate fully with the Firm in connection with this engagement and to provide the Firm with timely access to all documents, data, personnel, technical information, and other resources reasonably necessary for the Firm to perform its obligations hereunder. The Client acknowledges that the Firm's ability to provide effective and efficient legal services is dependent upon the Client's timely provision of complete and accurate information, and that delays in the Client's provision of information may result in delays in the Firm's work and increased fees and expenses.

The following individuals have been designated as the key Client contacts for this engagement:

• Anita M. Fremont, Esq. — General Counsel, Penterra Pharmaceuticals Corp. Ms. Fremont will serve as the primary Client contact for the engagement and will have authority to provide instructions, approve strategic decisions, and authorize expenditures on behalf of the Client.

• Leland J. Cho — Senior Vice President, Business Development, Penterra Pharmaceuticals Corp. Mr. Cho will serve as the primary business contact and will be responsible for coordinating the Client's business development team's participation in deal negotiations.

• Dr. Priya Nandakumar — Vice President, intellectual Property, Penterra Pharmaceuticals Corp. Dr. Nandakumar will serve as the primary technical and IP contact and will coordinate the Client's provision of patent portfolio information, know-how documentation, and related technical materials.

• Garrett T. Holloway — Chief Financial Officer, Penterra Pharmaceuticals Corp. Mr. Holloway will serve as the primary financial contact and will coordinate with the Firm's Tax Group and the Client's independent auditors on tax structuring and financial reporting matters.

The Client will designate, and promptly notify the Firm of, authorized individuals who may provide instructions and approvals on behalf of the Client in connection with the engagement. The Firm will be entitled to rely upon instructions received from any of the designated Client contacts listed above, or any other individual whom the Client has designated in writing as authorized to act on its behalf, without independent verification.

6. Confidentiality

Calderwood & Harkness will maintain the confidentiality of all information provided by or on behalf of the Client in connection with this engagement, in accordance with the New York Rules of Professional Conduct, applicable rules of professional responsibility, and the protections afforded by the attorney-client privilege and the work product doctrine.

The Firm will implement appropriate information barriers and security safeguards to protect confidential information relating to the Transaction, including all proprietary scientific, technical, and business data concerning PPC-4187 (Penteracitinib), the PPC-4187 patent portfolio, manufacturing processes and analytical methods, clinical data, regulatory strategies, the identity of prospective licensees, and all terms, conditions, and financial provisions of the proposed license agreement. Confidential information will be accessible only to members of the engagement team and such other Firm personnel as may require access in the course of performing their duties in connection with the engagement.

The Firm's obligations under this Section 6 are in addition to, and not in limitation of, any confidentiality obligations imposed by applicable law, professional rules, or any separate confidentiality or non-disclosure agreement that may be entered into between the Firm and the Client.

7. Conflicts of Interest

The Firm has conducted a comprehensive conflict of interest check in accordance with its standard procedures and the applicable provisions of the New York Rules of Professional Conduct. Based on the information currently available to the Firm, the conflict check has not identified any conflicts of interest that would preclude the Firm from undertaking this engagement. The Firm's conflict check covered the Client, its known affiliates and subsidiaries, the directors and officers of the Client, the known prospective licensees for the Transaction, their respective affiliates, and other related parties identified by the Client in connection with the conflict check.

If a conflict of interest is identified at any time during the course of the engagement — whether arising from the Firm's representation of other clients, the Firm's business relationships, or otherwise — the Firm will promptly notify the Client and take appropriate steps to address the conflict in accordance with the applicable rules of professional conduct. Such steps may include, depending on the nature and severity of the conflict, the implementation of ethical screens, the seeking of informed written consent from affected parties, or, if necessary, the withdrawal of the Firm from the engagement.

The Client agrees to promptly notify the Firm of any changes in circumstances that may be relevant to the Firm's ongoing conflict analysis, including the identification of additional prospective licensees, the involvement of new parties in the Transaction, or any other developments that may bear on the Firm's ability to continue to represent the Client without conflict.

8. Termination

Either party may terminate this engagement at any time upon written notice to the other party, subject to the Firm's professional obligations under applicable rules of professional conduct and any requirements imposed by a court, tribunal, or regulatory body having jurisdiction over any aspect of the matter.

Upon termination of the engagement by either party, the Client will remain responsible for the payment of all professional fees earned and disbursements incurred by the Firm through the effective date of termination. The Firm will render a final invoice for all outstanding fees and expenses within thirty (30) days following the effective date of termination.

In the event of termination, the Firm will cooperate fully with the Client and any successor counsel to ensure the orderly transition of the matter. Such cooperation will include the prompt delivery to the Client or successor counsel of all Client documents and materials in the Firm's possession, the provision of a comprehensive status memorandum describing the current state of the engagement and all pending deadlines and deliverables, and reasonable consultation with successor counsel during the transition period.

The provisions of Sections 6 (Confidentiality), 9 (Document Retention), 10 (Limitation of Liability / Disclaimer), and 11 (Governing Law) will survive the termination of this engagement.

9. Document Retention

Upon conclusion of the engagement, whether by completion of the Transaction, termination of the engagement, or otherwise, the Firm will retain engagement files — including attorney work product, correspondence, memoranda, drafts, and internal notes — in accordance with the Firm's standard document retention policies, as may be amended from time to time. Under the Firm's current policy, engagement files are retained for a minimum period of seven (7) years following the conclusion of the engagement, after which they may be destroyed without further notice to the Client.

Client documents, original materials, and original executed agreements in the Firm's possession will be returned to the Client upon the Client's written request, at the Client's expense. If the Client does not request the return of such materials within sixty (60) days following the conclusion of the engagement, the Firm may retain or dispose of such materials in accordance with its standard policies.

Electronic files related to the engagement will be maintained on the Firm's secure servers, subject to the Firm's information security policies and applicable professional standards. The Firm's electronic file retention period is consistent with the retention period applicable to physical files as described above.

10. Limitation of Liability / Disclaimer

The Firm's legal advice in connection with this engagement is limited to matters of the laws of the State of New York and the federal laws of the United States, including applicable provisions of the Internal Revenue Code, the HSR Act, CFIUS regulations, and the U.S. Patent Act and Lanham Act. The Firm does not hold itself out as qualified to advise on the laws of any foreign jurisdiction. For matters governed by the laws of other jurisdictions — including, without limitation, Hong Kong, the People's Republic of China, Japan, the Republic of Korea (South Korea), Australia, Singapore, Taiwan, and other jurisdictions within the Asia-Pacific region that may be relevant to the licensed territory — the Client may need to engage local counsel qualified to practice in such jurisdictions. The Firm will, upon request, assist the Client in identifying and engaging appropriate local counsel and will coordinate with such local counsel as necessary.

The Firm makes no guarantees, representations, or warranties regarding the outcome of any negotiations, the terms upon which any transaction may be consummated, or whether any transaction will be consummated at all. The Firm's role is to provide legal advice and advocacy on behalf of the Client; the ultimate business decisions regarding the Transaction remain with the Client.

11. Governing Law

This engagement letter and the relationship between the Firm and the Client arising hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. Any dispute arising out of or relating to this Letter or the engagement shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the County of New York, or the United States District Court for the Southern District of New York, and each party hereby consents to the personal jurisdiction of such courts.

12. Acceptance and Counterparts

If the foregoing terms are acceptable to Penterra, we respectfully request that Ms. Fremont, in her capacity as General Counsel and authorized representative of Penterra Pharmaceuticals Corp., sign and return a copy of this Letter to Calderwood & Harkness at the address set forth above, or by email to Marcus Delgado at mdelgado@calderwoodharkness.com, to confirm Penterra's acceptance of the terms of this engagement. A fully executed copy of this Letter will be returned to you for your files.

This Letter may be executed in one or more counterparts, including by electronic signature (whether by Brightwater Software, Ashford Health IT, or other electronic signature platform), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

We are enthusiastic about the opportunity to represent Penterra Pharmaceuticals Corp. in this important and strategically significant transaction. The out-licensing of Penteracitinib represents a major milestone in Penterra's development, and we are committed to bringing the full resources and expertise of Calderwood & Harkness to bear in support of a successful outcome. We look forward to working closely with you, Mr. Cho, Dr. Nandakumar, Mr. Holloway, and the rest of the Penterra team throughout the course of this engagement.

Please do not hesitate to contact Marcus Delgado or Catherine Bloom at any time if you have questions about the terms of this Letter or any other aspect of the engagement. We are available at your convenience.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Marcus Delgado Partner — Responsible Partner Intellectual Property Group 600 Lexington Avenue, 30th Floor New York, NY 10022 Tel: (212) 554-7120

Email: mdelgado@calderwoodharkness.com

By: ________

Catherine Bloom Partner — Billing Partner Intellectual Property Group 600 Lexington Avenue, 30th Floor New York, NY 10022 Tel: (212) 554-7145

Email: cbloom@calderwoodharkness.com

ACKNOWLEDGED AND AGREED

PENTERRA PHARMACEUTICALS CORP.

By: ________

Name: Anita M. Fremont, Esq.

Title: General Counsel

Date: ________

400 Pharma Drive, Suite 800 Princeton, NJ 08540

cc: Dr. Raymond K. Ostrowski, Chief Executive Officer, Penterra Pharmaceuticals Corp. cc: Leland J. Cho, Senior Vice President, Business Development, Penterra Pharmaceuticals Corp.

Attorney	Role	Hourly Rate
Marcus Delgado	Partner, intellectual Property Group	$1,350/hr
Catherine Bloom	Partner, intellectual Property Group	$1,350/hr
Sylvia Hartwell	Partner, Tax Group	$1,450/hr
Peter Vassiliev	Associate, intellectual Property Group	$825/hr
Wendy Schultz	Associate, intellectual Property Group	$650/hr

CALDERWOOD & HARKNESS LLP Attorneys at Law 600 Lexington Avenue, 30th Floor New York, NY 10022 Tel: (212) 554-7000 | Fax: (212) 554-7001 www.calderwoodharkness.com
July 10, 2023
Anita M. Fremont, Esq. General Counsel Penterra Pharmaceuticals Corp. 400 Pharma Drive, Suite 800 Princeton, NJ 08540
Re: Engagement of Calderwood & Harkness LLP — Out-License of Compound PPC-4187 (Penteracitinib)
Dear Ms. Fremont:
1. Purpose and Engagement Confirmation
Calderwood & Harkness LLP (the "Firm" or "Calderwood & Harkness") is pleased to confirm its engagement by Penterra Pharmaceuticals Corp. ("Penterra" or the "Client"), a Delaware corporation publicly traded on the Nasdaq Global Select Market (ticker: PNTR), to serve as outside counsel in connection with the proposed out-licensing of Penterra's proprietary small-molecule compound PPC-4187 (proposed International Nonproprietary Name: Penteracitinib), a selective Janus kinase 1 (JAK1) inhibitor currently in Phase 3 clinical development for the treatment of moderate-to-severe atopic dermatitis, to a regional pharmaceutical partner with commercialization capabilities in the Asia-Pacific region (the "Transaction").
We appreciate the confidence Penterra has placed in our Firm, and we are committed to providing the highest level of professional service throughout the course of this engagement. This engagement letter (this "Letter") sets forth the terms and conditions under which Calderwood & Harkness will represent Penterra, including the scope of our representation, the composition of the engagement team, fee arrangements, billing procedures, and other terms and conditions governing the attorney-client relationship between the Firm and the Client. We ask that you review this Letter carefully and contact us with any questions before executing and returning a copy to our office.
The terms set forth in this Letter will govern the Firm's representation of Penterra in connection with the Transaction unless and until superseded or modified by a subsequent written agreement signed by both parties.
2. Scope of Representation
Calderwood & Harkness will represent Penterra in its capacity as licensor in connection with the following matters related to the out-licensing of PPC-4187:
2.1 Transaction Structuring and Negotiation. The Firm will advise Penterra on the overall deal structure of the proposed out-license, including the allocation of rights and obligations between licensor and licensee, the delineation of exclusive and co-exclusive rights within the licensed territory, the structuring of upfront payments, development and regulatory milestones, commercial milestones, and tiered royalty provisions. The Firm will negotiate the exclusive license agreement and all ancillary agreements with the selected licensee and its counsel, participate in negotiation sessions (whether in-person or by videoconference), prepare negotiation summaries and redline comparisons, and provide strategic counsel on negotiation tactics and fallback positions throughout the process.
2.2 intellectual Property Diligence. The Firm will conduct comprehensive intellectual property due diligence on the PPC-4187 patent portfolio, which currently comprises seven (7) patent families covering, among other things, composition of matter, crystalline polymorphic forms, methods of use in dermatological and immunological indications, oral and topical formulations, and manufacturing process innovations. Our diligence will include a review of prosecution histories, a chain-of-title analysis for all patents and patent applications within the portfolio, an assessment of the status and remaining term of each patent and any applicable patent term extensions or adjustments, and an analysis of the scope and enforceability of key claims in the licensed territory. The Firm will coordinate with Penterra's patent prosecution counsel, Whitford & Cascade Insurance Brokers (contact: Dr. Alan J. Whitford), as needed with respect to pending patent applications, responses to office actions, and any prosecution strategy considerations relevant to the Transaction. The Firm will also review freedom-to-operate analyses prepared by the Client or its patent counsel for the licensed territory and provide guidance on the intellectual property representations, warranties, and indemnification provisions to be included in the license agreement.
2.3 Trademark Matters. The Firm will review and advise Penterra on the licensing of the PENTECLAR trademark (U.S. Registration No. 6,789,012), including any related trademark registrations and pending applications in the licensed territory. Our review will encompass trademark ownership records, the scope of goods and services covered by existing registrations, the status of any pending oppositions or cancellation proceedings, and the quality control and usage standards to be included in the trademark license provisions of the Transaction documents.
2.4 Drafting of Transaction Documents. The Firm will prepare, review, and negotiate the full suite of Transaction documents, which is expected to include, without limitation, the following:
(a) the exclusive license agreement, together with all schedules thereto (including schedules listing the licensed patents, licensed know-how, licensed trademarks, the licensed territory, the development plan, the pricing methodology, and any other schedules as may be required);
(b) the escrow agreement governing the deposit and release of upfront license fees and milestone payments;
(c) the supply agreement for active pharmaceutical ingredient (API), including pricing, quality specifications, supply forecasting, safety stock requirements, and remedies for supply failure;
(d) the technology transfer agreement, covering the transfer of manufacturing know-how, analytical methods, stability data, and related documentation necessary for the licensee to manufacture or have manufactured the licensed product in the licensed territory;
(e) the trademark license agreement, setting forth the terms and conditions under which the licensee may use the PENTECLAR trademark and associated trade dress in the licensed territory;
(f) the pharmacovigilance agreement, establishing the parties' respective obligations with respect to adverse event reporting, safety data exchange, signal detection, and regulatory safety reporting in the licensed territory;
(g) the quality agreement, specifying quality standards, cGMP compliance obligations, audit rights, and change control procedures; and
(h) all ancillary documents, including side letters, disclosure schedules, and any other instruments necessary or advisable in connection with the Transaction.
2.5 Tax Structuring Advice. The Firm's Tax Group will advise Penterra on the tax implications of the Transaction, including applicable withholding tax obligations on cross-border royalty and milestone payments, transfer pricing considerations relating to the arm's-length pricing of licensed technology and API supply, and revenue recognition treatment of upfront payments, milestone receipts, and royalty income under applicable U.S. generally accepted accounting principles and Internal Revenue Code provisions. The Firm will coordinate with Penterra's independent auditors, Clarendon Bates LLP (contact: Robert F. Stanhope, CPA), as appropriate, to ensure alignment between the legal structuring of payment flows and the Client's financial reporting requirements.
2.6 Regulatory Analysis. The Firm will advise Penterra on whether a premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required in connection with the Transaction, taking into account the structure, value, and nature of the rights being conveyed. The Firm will also assess whether the Transaction may be subject to review by the Committee on Foreign Investment in the United States ("CFIUS") and, if so, advise on the advisability and timing of a voluntary filing or declaration. To the extent additional antitrust or foreign investment filings are required in the licensed territory, the Firm will identify such requirements and coordinate with local counsel as necessary.
2.7 Closing Deliverables. The Firm will prepare all closing deliverables customary for a transaction of this nature, including officer's certificates, secretary's certificates (attesting to board resolutions, organizational documents, and incumbency), legal opinions (including a customary enforceability opinion and, if required, a non-contravention opinion), closing checklists, signature pages, and executed document binders. The Firm will coordinate the closing mechanics, including the sequencing of deliverables, the release of funds from escrow, and the exchange of executed agreements.
2.8 Post-Closing Support. Following the closing of the Transaction, the Firm will advise Penterra on post-closing obligations, including the recordation of patent and trademark assignments or licenses with the applicable intellectual property offices, the formation and initial structuring of joint governance committees (including the Joint Steering Committee, Joint Development Committee, and Joint Commercialization Committee, as applicable), and the monitoring of ongoing contractual obligations such as milestone reporting, royalty auditing provisions, and compliance with development plan timelines. This post-closing support will continue for a reasonable period following the closing, as mutually agreed upon by the Firm and the Client.
Exclusions. The scope of this engagement does not include, and the Firm will not be responsible for, representation of Penterra in connection with any of the following:
(i) Securities and Exchange Commission ("SEC") disclosure obligations, including the preparation or review of Form 8-K filings, Form 10-Q or Form 10-K disclosures, proxy statements, or any other securities law compliance matters related to the Transaction or otherwise;
(ii) any litigation, arbitration, administrative proceeding, or other dispute arising from or related to the licensed compound PPC-4187, the licensed patents, or the Transaction, whether commenced before, during, or after the term of this engagement;
(iii) patent prosecution or maintenance activities, including the preparation, filing, or prosecution of patent applications, the payment of maintenance fees, or the conduct of inter partes review, post-grant review, or reexamination proceedings, all of which are handled by Whitford & Cascade Insurance Brokers; and
(iv) any matters outside the scope described in Sections 2.1 through 2.8 above, unless separately agreed in writing by the Firm and the Client.
If the Client wishes to engage the Firm for any matters outside the scope described above, the Firm and the Client will enter into a separate engagement letter or an amendment to this Letter addressing such additional matters.
3. Engagement Team
The following attorneys will comprise the core engagement team for this matter:
3.1 Responsible Partner. Marcus Delgado — Partner, intellectual Property Group. Mr. Delgado will serve as the responsible partner overseeing all aspects of the engagement. He will be the primary point of contact for the Client on all substantive and strategic matters and will have overall responsibility for the quality and timeliness of the Firm's work product. Mr. Delgado has over twenty years of experience advising pharmaceutical and biotechnology companies on complex licensing, collaboration, and technology transfer transactions, including numerous multi-jurisdictional out-license agreements in the Asia-Pacific region.
3.2 Billing Partner. Catherine Bloom — Partner, intellectual Property Group. Ms. Bloom will serve as the billing partner for this engagement and will be the primary contact for all billing-related inquiries. Ms. Bloom will also be available for substantive work as needed, particularly with respect to intellectual property diligence, trademark analysis, and the negotiation of key provisions of the license agreement. Ms. Bloom has extensive experience in pharmaceutical IP transactions and patent portfolio analysis.
3.3 Lead Associate. Peter Vassiliev — Associate, intellectual Property Group. Mr. Vassiliev will serve as the lead associate for the engagement and will be responsible for the day-to-day management of the matter, including initial and revised drafting of Transaction documents, IP diligence review and analysis, preparation of negotiation memoranda and issue lists, and coordination with opposing counsel. Mr. Vassiliev will report to Mr. Delgado and Ms. Bloom and will serve as a secondary point of contact for the Client's working team.
3.4 Working Associate. Wendy Schultz — Associate, intellectual Property Group. Ms. Schultz will assist with intellectual property diligence, including patent portfolio analysis and chain-of-title review, preparation of schedules to the license agreement (including the licensed patent schedule, licensed know-how schedule, and licensed trademark schedule), trademark clearance and registration review, and closing deliverables. Ms. Schultz will work under the supervision of Mr. Vassiliev, Ms. Bloom, and Mr. Delgado.
3.5 Tax Specialist. Sylvia Hartwell — Partner, Tax Group. Ms. Hartwell will advise Penterra on all tax-related aspects of the Transaction, including withholding tax structuring for cross-border payment flows, transfer pricing analysis and documentation, and revenue recognition considerations related to milestone payments and royalty income. Ms. Hartwell has significant experience advising life sciences companies on the tax structuring of out-license transactions with Asia-Pacific counterparties and is well-versed in the applicable bilateral tax treaties and local tax regimes.
Additional attorneys, counsel, or specialists may be assigned to the engagement as needed to address specific issues or to manage workload during periods of intensive activity. The Firm will provide notice to the Client before assigning additional professionals to the engagement, except in circumstances requiring immediate attention. The Firm may also engage paralegals and support staff whose time will be billed as described in Section 4 below.
4. Fee Arrangement
4.1 Hourly Rates
Fees for legal services rendered in connection with this engagement will be charged on an hourly basis. The current standard hourly rates for the attorneys assigned to this engagement are as follows:
Paralegal time will be billed at rates ranging from $350 to $450 per hour, depending on seniority and the nature of the tasks performed. If additional attorneys or specialists are assigned to the engagement, their rates will be communicated to the Client at the time of assignment.
The hourly rates set forth above are subject to periodic adjustment, generally on an annual basis effective January 1 of each calendar year. The Firm will provide the Client with at least thirty (30) days' prior written notice of any rate changes. Any rate adjustments will apply only to services rendered on or after the effective date of the adjustment and will not be applied retroactively to services previously rendered.
4.2 Estimated Total Fees
Based on the anticipated scope of the engagement as described in Section 2 above, including the drafting and negotiation of Transaction documents, intellectual property diligence, tax structuring advice, regulatory analysis, and closing, the Firm estimates that total professional fees for the engagement will be in the range of $850,000 to $1,100,000.
This estimate is provided solely for the Client's internal budgeting and planning purposes and does not constitute a cap, ceiling, fixed fee, or guaranteed maximum price for the engagement. Actual fees may be higher or lower than the estimated range depending on a number of factors, including but not limited to the complexity and duration of negotiations with the licensee and its counsel, the extent and nature of counterparty comments on the Transaction documents, the number of drafting rounds required to reach agreement on definitive documentation, the scope and complexity of intellectual property diligence (including the identification of any unexpected issues in the patent portfolio or freedom-to-operate analysis), changes in the scope of the Transaction or the addition of new work streams not originally contemplated, and other factors that may affect the time and resources required to complete the engagement.
The Firm will endeavor to keep the Client informed of fee accumulation on a regular basis and will promptly advise the Client if fees are anticipated to materially exceed the upper end of the estimated range, so that the Client may evaluate the situation and provide direction on how to proceed.
4.3 Disbursements and Expenses
In addition to professional fees for legal services, the Client will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the engagement. Such disbursements and expenses may include, without limitation:
(a) Travel expenses, including airfare, hotel accommodations, ground transportation, and meals, to the extent that travel is required in connection with the Transaction (e.g., for in-person negotiation sessions, closing meetings, or client meetings);
(b) Document reproduction, printing, and courier or delivery charges;
(c) Database and search fees, including fees for patent and trademark database searches (e.g., Pemberton Data Systems, Orbit intelligence, and USPTO/WIPO databases), legal research databases (e.g., Westmark Data Systems and Sundial Solutions), and corporate records searches;
(d) Filing fees, including fees for intellectual property recordation filings, antitrust filings (if applicable), and any other governmental or regulatory filing fees;
(e) Telecommunications charges, including charges for international calls, videoconferences, and data transmission related to the engagement; and
(f) Such other reasonable out-of-pocket expenses as may be incurred in the ordinary course of the engagement.
All expenses will be billed at cost without markup. The Firm will not incur any single disbursement in excess of $5,000 without the Client's prior approval, except for routine charges described above.
4.4 Billing and Payment
The Firm will render monthly invoices for professional fees and disbursements incurred during the preceding calendar month. Invoices will be delivered electronically to the Client's designated billing contact (or by such other method as the Client may request) and are due and payable within thirty (30) days of receipt.
Each invoice will include a detailed summary of the services rendered by each attorney during the billing period, including the date on which each service was performed, the identity of the attorney performing the service, the time expended (in increments of one-tenth of an hour), a narrative description of the services rendered, and a separate itemization of all disbursements and expenses. The Firm will comply with any reasonable outside counsel billing guidelines provided by the Client, to the extent consistent with the Firm's standard practices.
Questions or disputes regarding invoices should be directed to Catherine Bloom, the billing partner for this engagement, who can be reached at the contact information set forth in Section 12 below. The Firm and the Client will work cooperatively to resolve any billing questions in a timely manner.
In the event that any invoice remains unpaid for more than sixty (60) days after the date of the invoice, the Firm reserves the right to charge interest on the unpaid balance at a rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less. The Firm also reserves the right to suspend work on the engagement if any invoice remains unpaid for more than ninety (90) days, subject to the Firm's professional obligations under applicable rules of professional conduct.
5. Client Responsibilities
The Client agrees to cooperate fully with the Firm in connection with this engagement and to provide the Firm with timely access to all documents, data, personnel, technical information, and other resources reasonably necessary for the Firm to perform its obligations hereunder. The Client acknowledges that the Firm's ability to provide effective and efficient legal services is dependent upon the Client's timely provision of complete and accurate information, and that delays in the Client's provision of information may result in delays in the Firm's work and increased fees and expenses.
The following individuals have been designated as the key Client contacts for this engagement:
•  Anita M. Fremont, Esq. — General Counsel, Penterra Pharmaceuticals Corp. Ms. Fremont will serve as the primary Client contact for the engagement and will have authority to provide instructions, approve strategic decisions, and authorize expenditures on behalf of the Client.
•  Leland J. Cho — Senior Vice President, Business Development, Penterra Pharmaceuticals Corp. Mr. Cho will serve as the primary business contact and will be responsible for coordinating the Client's business development team's participation in deal negotiations.
•  Dr. Priya Nandakumar — Vice President, intellectual Property, Penterra Pharmaceuticals Corp. Dr. Nandakumar will serve as the primary technical and IP contact and will coordinate the Client's provision of patent portfolio information, know-how documentation, and related technical materials.
•  Garrett T. Holloway — Chief Financial Officer, Penterra Pharmaceuticals Corp. Mr. Holloway will serve as the primary financial contact and will coordinate with the Firm's Tax Group and the Client's independent auditors on tax structuring and financial reporting matters.
The Client will designate, and promptly notify the Firm of, authorized individuals who may provide instructions and approvals on behalf of the Client in connection with the engagement. The Firm will be entitled to rely upon instructions received from any of the designated Client contacts listed above, or any other individual whom the Client has designated in writing as authorized to act on its behalf, without independent verification.
6. Confidentiality
Calderwood & Harkness will maintain the confidentiality of all information provided by or on behalf of the Client in connection with this engagement, in accordance with the New York Rules of Professional Conduct, applicable rules of professional responsibility, and the protections afforded by the attorney-client privilege and the work product doctrine.
The Firm will implement appropriate information barriers and security safeguards to protect confidential information relating to the Transaction, including all proprietary scientific, technical, and business data concerning PPC-4187 (Penteracitinib), the PPC-4187 patent portfolio, manufacturing processes and analytical methods, clinical data, regulatory strategies, the identity of prospective licensees, and all terms, conditions, and financial provisions of the proposed license agreement. Confidential information will be accessible only to members of the engagement team and such other Firm personnel as may require access in the course of performing their duties in connection with the engagement.
The Firm's obligations under this Section 6 are in addition to, and not in limitation of, any confidentiality obligations imposed by applicable law, professional rules, or any separate confidentiality or non-disclosure agreement that may be entered into between the Firm and the Client.
7. Conflicts of Interest
The Firm has conducted a comprehensive conflict of interest check in accordance with its standard procedures and the applicable provisions of the New York Rules of Professional Conduct. Based on the information currently available to the Firm, the conflict check has not identified any conflicts of interest that would preclude the Firm from undertaking this engagement. The Firm's conflict check covered the Client, its known affiliates and subsidiaries, the directors and officers of the Client, the known prospective licensees for the Transaction, their respective affiliates, and other related parties identified by the Client in connection with the conflict check.
If a conflict of interest is identified at any time during the course of the engagement — whether arising from the Firm's representation of other clients, the Firm's business relationships, or otherwise — the Firm will promptly notify the Client and take appropriate steps to address the conflict in accordance with the applicable rules of professional conduct. Such steps may include, depending on the nature and severity of the conflict, the implementation of ethical screens, the seeking of informed written consent from affected parties, or, if necessary, the withdrawal of the Firm from the engagement.
The Client agrees to promptly notify the Firm of any changes in circumstances that may be relevant to the Firm's ongoing conflict analysis, including the identification of additional prospective licensees, the involvement of new parties in the Transaction, or any other developments that may bear on the Firm's ability to continue to represent the Client without conflict.
8. Termination
Either party may terminate this engagement at any time upon written notice to the other party, subject to the Firm's professional obligations under applicable rules of professional conduct and any requirements imposed by a court, tribunal, or regulatory body having jurisdiction over any aspect of the matter.
Upon termination of the engagement by either party, the Client will remain responsible for the payment of all professional fees earned and disbursements incurred by the Firm through the effective date of termination. The Firm will render a final invoice for all outstanding fees and expenses within thirty (30) days following the effective date of termination.
In the event of termination, the Firm will cooperate fully with the Client and any successor counsel to ensure the orderly transition of the matter. Such cooperation will include the prompt delivery to the Client or successor counsel of all Client documents and materials in the Firm's possession, the provision of a comprehensive status memorandum describing the current state of the engagement and all pending deadlines and deliverables, and reasonable consultation with successor counsel during the transition period.
The provisions of Sections 6 (Confidentiality), 9 (Document Retention), 10 (Limitation of Liability / Disclaimer), and 11 (Governing Law) will survive the termination of this engagement.
9. Document Retention
Upon conclusion of the engagement, whether by completion of the Transaction, termination of the engagement, or otherwise, the Firm will retain engagement files — including attorney work product, correspondence, memoranda, drafts, and internal notes — in accordance with the Firm's standard document retention policies, as may be amended from time to time. Under the Firm's current policy, engagement files are retained for a minimum period of seven (7) years following the conclusion of the engagement, after which they may be destroyed without further notice to the Client.
Client documents, original materials, and original executed agreements in the Firm's possession will be returned to the Client upon the Client's written request, at the Client's expense. If the Client does not request the return of such materials within sixty (60) days following the conclusion of the engagement, the Firm may retain or dispose of such materials in accordance with its standard policies.
Electronic files related to the engagement will be maintained on the Firm's secure servers, subject to the Firm's information security policies and applicable professional standards. The Firm's electronic file retention period is consistent with the retention period applicable to physical files as described above.
10. Limitation of Liability / Disclaimer
The Firm's legal advice in connection with this engagement is limited to matters of the laws of the State of New York and the federal laws of the United States, including applicable provisions of the Internal Revenue Code, the HSR Act, CFIUS regulations, and the U.S. Patent Act and Lanham Act. The Firm does not hold itself out as qualified to advise on the laws of any foreign jurisdiction. For matters governed by the laws of other jurisdictions — including, without limitation, Hong Kong, the People's Republic of China, Japan, the Republic of Korea (South Korea), Australia, Singapore, Taiwan, and other jurisdictions within the Asia-Pacific region that may be relevant to the licensed territory — the Client may need to engage local counsel qualified to practice in such jurisdictions. The Firm will, upon request, assist the Client in identifying and engaging appropriate local counsel and will coordinate with such local counsel as necessary.
The Firm makes no guarantees, representations, or warranties regarding the outcome of any negotiations, the terms upon which any transaction may be consummated, or whether any transaction will be consummated at all. The Firm's role is to provide legal advice and advocacy on behalf of the Client; the ultimate business decisions regarding the Transaction remain with the Client.
11. Governing Law
This engagement letter and the relationship between the Firm and the Client arising hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. Any dispute arising out of or relating to this Letter or the engagement shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the County of New York, or the United States District Court for the Southern District of New York, and each party hereby consents to the personal jurisdiction of such courts.
12. Acceptance and Counterparts
If the foregoing terms are acceptable to Penterra, we respectfully request that Ms. Fremont, in her capacity as General Counsel and authorized representative of Penterra Pharmaceuticals Corp., sign and return a copy of this Letter to Calderwood & Harkness at the address set forth above, or by email to Marcus Delgado at mdelgado@calderwoodharkness.com, to confirm Penterra's acceptance of the terms of this engagement. A fully executed copy of this Letter will be returned to you for your files.
This Letter may be executed in one or more counterparts, including by electronic signature (whether by Brightwater Software, Ashford Health IT, or other electronic signature platform), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.
We are enthusiastic about the opportunity to represent Penterra Pharmaceuticals Corp. in this important and strategically significant transaction. The out-licensing of Penteracitinib represents a major milestone in Penterra's development, and we are committed to bringing the full resources and expertise of Calderwood & Harkness to bear in support of a successful outcome. We look forward to working closely with you, Mr. Cho, Dr. Nandakumar, Mr. Holloway, and the rest of the Penterra team throughout the course of this engagement.
Please do not hesitate to contact Marcus Delgado or Catherine Bloom at any time if you have questions about the terms of this Letter or any other aspect of the engagement. We are available at your convenience.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Marcus Delgado Partner — Responsible Partner Intellectual Property Group 600 Lexington Avenue, 30th Floor New York, NY 10022 Tel: (212) 554-7120
Email: mdelgado@calderwoodharkness.com
By: ________
Catherine Bloom Partner — Billing Partner Intellectual Property Group 600 Lexington Avenue, 30th Floor New York, NY 10022 Tel: (212) 554-7145
Email: cbloom@calderwoodharkness.com
ACKNOWLEDGED AND AGREED
PENTERRA PHARMACEUTICALS CORP.
By: ________
Name: Anita M. Fremont, Esq.
Title: General Counsel
Date: ________
400 Pharma Drive, Suite 800 Princeton, NJ 08540
cc: Dr. Raymond K. Ostrowski, Chief Executive Officer, Penterra Pharmaceuticals Corp. cc: Leland J. Cho, Senior Vice President, Business Development, Penterra Pharmaceuticals Corp.
Attorney | Role | Hourly Rate
Marcus Delgado | Partner, intellectual Property Group | $1,350/hr
Catherine Bloom | Partner, intellectual Property Group | $1,350/hr
Sylvia Hartwell | Partner, Tax Group | $1,450/hr
Peter Vassiliev | Associate, intellectual Property Group | $825/hr
Wendy Schultz | Associate, intellectual Property Group | $650/hr

July 10, 2023

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED

PENTERRA PHARMACEUTICALS CORP.

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