1018-00007 · Penterra Pharmaceuticals Corp · Pre-Litigation

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LITIGATION HOLD NOTICE

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT

Prepared by: Hannah Brinkley, Calderwood & Harkness LLP, 1 Federal Street, 35th Floor, Boston, MA 02110

Prepared for: Penterra Pharmaceuticals Corp., 400 Carnegie Center Drive, Suite 600, Princeton, NJ 08540

Date of Draft: March 30, 2021

Matter Number: 1018-00007

Matter Name: Penterra Pharmaceuticals Corp. v. Vantage Medical Distribution, LLC

CONFIDENTIALITY LEGEND: This Litigation Hold Notice is protected by the attorney-client privilege and the work product doctrine. It has been prepared by outside counsel at the direction of the Office of the General Counsel of Penterra Pharmaceuticals Corp. in anticipation of litigation. This notice, and all information contained herein, is strictly confidential and should not be disclosed, distributed, forwarded, or otherwise made available to any third party — including but not limited to representatives of Vantage Medical Distribution, LLC; Meridian National Distributors, Inc.; regulatory agencies; media; or any persons outside of the Company — without the prior written authorization of the General Counsel's office. Unauthorized distribution of this notice may result in the waiver of attorney-client privilege and work product protection, which could cause significant and irreparable harm to Penterra's legal interests. If you have received this notice in error, please contact Jennifer Chao, General Counsel, immediately.

1. Purpose of This Notice

Penterra Pharmaceuticals Corp. ("Penterra" or the "Company") anticipates filing a Complaint for Declaratory Judgment in the Superior Court of Massachusetts, Business Litigation Session, Suffolk County, against Vantage Medical Distribution, LLC ("Vantage"), in connection with a dispute over the scope of the exclusive distribution territory under the Exclusive Distribution Agreement dated July 1, 2017 (the "EDA" or the "Agreement"). The anticipated filing date for this action is on or about April 12, 2021, and the matter is expected to be docketed as Case No. 2184-CV-01537-BLS.

In connection with this anticipated litigation, Penterra is obligated under applicable federal and state law, including the common law duty to preserve evidence, to take immediate and comprehensive steps to preserve all documents and electronically stored information ("ESI") that may be relevant to the claims and defenses at issue in this dispute. This obligation arises at the point at which litigation is reasonably anticipated, and it is the position of outside counsel that Penterra's preservation duty has been triggered no later than the date of this notice.

This Litigation Hold Notice supersedes any existing document retention, destruction, or recycling policies maintained by Penterra to the extent that those policies conflict with the preservation obligations described herein. No documents or ESI falling within the scope of this hold may be destroyed, deleted, discarded, altered, overwritten, or otherwise modified, regardless of any contrary provisions in the Company's records management policies, data governance procedures, or departmental practices.

Compliance with this Litigation Hold Notice is mandatory for all individuals identified as Custodians (as defined below), as well as for the IT Department and any other personnel who have custody, control, or access to potentially relevant materials. Failure to comply with the preservation obligations set forth in this notice may result in court-imposed sanctions, adverse evidentiary inferences drawn against the Company, monetary penalties, and other serious consequences for Penterra in the pending litigation. In addition, individuals who fail to comply with this notice may be subject to internal disciplinary action, up to and including termination of employment.

This notice is being issued at the direction of outside counsel, Calderwood & Harkness LLP, and the Office of the General Counsel of Penterra Pharmaceuticals Corp. All questions regarding the scope or application of this notice should be directed to Jennifer Chao, General Counsel, or Hannah Brinkley of Calderwood & Harkness LLP, as set forth in Section 8 below.

2. Background of the Dispute

The following summary is provided for the limited purpose of enabling Custodians to understand the nature of the dispute and to identify the categories of documents and ESI that must be preserved. This summary should be treated as strictly confidential and privileged.

On or about July 1, 2017, Penterra entered into the Exclusive Distribution Agreement with Vantage Medical Distribution, LLC, a Delaware limited liability company with its principal place of business in Stamford, Connecticut. Under the terms of the EDA, Penterra granted Vantage the exclusive right to market and distribute two of Penterra's key pharmaceutical products — Oncalaris® (pegvisomant-axel), in 20 mg and 40 mg vials, and Renuvesta® (cilosporin-beta), 5 mg capsules — within the geographic territory defined in Exhibit A to the Agreement (the "Territory").

Exhibit A to the EDA defines the Territory as the states of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont — collectively referred to herein as the "New England States." The Territory was negotiated as a limited, specifically defined geographic region, and the EDA contains detailed provisions governing the parties' respective rights and obligations within that Territory, including a minimum annual purchase commitment of $9.5 million at wholesale acquisition cost ("WAC") under Section 5.2 of the Agreement.

On or about September 14, 2020, Penterra became aware that Vantage had commenced shipping Oncalaris® to hospitals and oncology clinics located in New York, New Jersey, and Pennsylvania — states that are indisputably outside the defined Territory. Upon investigation, it was determined that between approximately September 2020 and March 2021, Vantage generated approximately $6.4 million in revenues from sales of Oncalaris® in the tri-state area (New York, New Jersey, and Pennsylvania), without Penterra's authorization and in apparent breach of the territorial restrictions set forth in the EDA.

On March 8, 2021, Jennifer Chao, General Counsel of Penterra, sent a formal cease-and-desist letter to Donald R. Farnham, Managing Member and Chief Executive Officer of Vantage, demanding that Vantage immediately cease and desist from distributing Oncalaris® outside the six New England states constituting the defined Territory. The cease-and-desist letter further demanded an accounting of all tri-state sales and placed Vantage on notice of its material breach of the Agreement.

On March 22, 2021, Kenneth M. Rourke of Hargrove, Sinclair & Polk LLP, outside counsel for Vantage, responded to Ms. Chao's letter. In his response, Mr. Rourke asserted that Vantage possessed the contractual right to distribute Oncalaris® in the tri-state area, based on two primary theories. First, Vantage claims that an email dated January 12, 2018, from Steven Kapoor, Penterra's Vice President of Commercial Operations, to Donald R. Farnham, constituted written consent to expand the Territory to include New York, New Jersey, and Pennsylvania. Second, Vantage contends that Penterra's course of dealing with Vantage — including Penterra's alleged knowledge of and failure to object to Vantage's tri-state distribution activities over a period of approximately six months — effected a modification of Exhibit A to the EDA. Penterra vigorously disputes both of these contentions.

Mr. Rourke's March 22, 2021 letter further threatened that Vantage would assert a $35 million breach-of-contract and tortious interference counterclaim against Penterra in the event that Penterra appointed a competing distributor for Oncalaris® in the tri-state area. This threat is of particular significance because, on February 15, 2021, Penterra executed a term sheet with Meridian National Distributors, Inc. ("Meridian"), a national specialty pharmaceutical distributor, for the distribution of Oncalaris® in New York, New Jersey, Pennsylvania, and Maryland. Due to Vantage's assertions and threatened counterclaim, the Meridian transaction has stalled, and the term sheet remains unexecuted as a definitive agreement.

For context, Oncalaris® is one of Penterra's most significant revenue-generating products, with approximately $412 million in revenue in fiscal year 2021, representing approximately 22% of Penterra's $1.87 billion in consolidated annual revenue. The resolution of this territorial dispute is therefore of critical commercial importance to the Company.

Calderwood & Harkness LLP has been retained to represent Penterra in this matter pursuant to an engagement letter dated March 29, 2021. As noted above, the anticipated filing date for the declaratory-judgment complaint is on or about April 12, 2021, in the Superior Court of Massachusetts, Business Litigation Session, Suffolk County.

3. Custodians Subject to This Hold

This Litigation Hold applies to the following individuals (each, a "Custodian," and collectively, the "Custodians"), each of whom has been identified as possessing, or as reasonably likely to possess, documents, communications, or ESI relevant to the dispute described above:

1. Dr. Marcus Lindholm — Chief Executive Officer, Penterra Pharmaceuticals Corp. Dr. Lindholm has been identified as a Custodian due to his executive oversight of the Company's commercial operations, his involvement in strategic decisions regarding the Vantage distribution relationship, and his participation in discussions regarding the potential appointment of Meridian National Distributors, Inc.

2. Jennifer Chao, Esq. — General Counsel, Penterra Pharmaceuticals Corp. Ms. Chao has been identified as a Custodian due to her direct role in the issuance of the March 8, 2021 cease-and-desist letter, her receipt and analysis of the March 22, 2021 response from Vantage's counsel, her involvement in the negotiation and execution of the EDA, and her overall legal oversight of the dispute.

3. Steven Kapoor — Vice President, Commercial Operations, Penterra Pharmaceuticals Corp. Mr. Kapoor has been identified as a Custodian because he is the author of the January 12, 2018 email to Donald R. Farnham that is central to Vantage's claim that the Territory was expanded. Mr. Kapoor also had primary responsibility for managing the Vantage commercial relationship and overseeing Oncalaris® distribution strategy.

4. Rachel Mendez — Director of Distribution & Logistics, Penterra Pharmaceuticals Corp. Ms. Mendez has been identified as a Custodian due to her operational responsibility for distribution logistics, including shipment tracking, inventory management, and coordination with Vantage on Oncalaris® and Renuvesta® orders and deliveries.

5. Any other Penterra employees, officers, or agents identified by the General Counsel's office or outside counsel as having relevant knowledge, information, documents, or ESI relating to the dispute. This includes, but is not limited to, individuals in the following departments who had involvement with the Vantage relationship, the distribution of Oncalaris® or Renuvesta®, or the tri-state territory question:

• Commercial Operations

• Distribution & Logistics

• Legal

• Finance and Accounting

• Regulatory Affairs

• Information Technology

• Executive Management

The General Counsel's office, in consultation with Calderwood & Harkness LLP, may supplement this list of Custodians at any time as additional relevant individuals are identified during the course of investigation and document review. Any individual who is added to the Custodian list will be individually notified in writing and provided with a copy of this Litigation Hold Notice. The addition of new Custodians does not affect the obligation of existing Custodians to continue to comply with this hold.

If you have been identified as a Custodian and you believe that other individuals within the Company may possess relevant documents or information, please promptly notify Jennifer Chao or Hannah Brinkley so that those individuals can be evaluated for inclusion in the hold.

4. Scope of Documents and ESI to Be Preserved

4.1 Subject Matter Categories

All documents, communications, and ESI relating to the following subjects must be identified and preserved, regardless of the medium or format in which they exist. This list is intended to be comprehensive, but it is not necessarily exhaustive. Custodians who are uncertain whether particular materials fall within the scope of this hold should err on the side of preservation and contact the General Counsel's office or outside counsel for guidance.

1. The Exclusive Distribution Agreement. The Exclusive Distribution Agreement dated July 1, 2017, between Penterra and Vantage, including all exhibits (and particularly Exhibit A — Territory Definition), schedules, amendments, addenda, side letters, memoranda of understanding, and any related term sheets or letters of intent. This includes both the fully executed version and any prior drafts.

2. Negotiation History. All documents and communications relating to the negotiations and discussions leading to the execution of the EDA, including but not limited to drafts, redlines, negotiation notes, markup copies, internal memoranda analyzing proposed terms, correspondence between the parties (and their respective counsel), and any presentations or summaries prepared for management or the Board of Directors in connection with the approval of the EDA.

3. Territory Definition and Interpretation. All documents and communications relating to the definition, scope, or interpretation of the "Territory" under the EDA, including any internal or external discussions about the potential expansion of the Territory to include New York, New Jersey, Pennsylvania, or any other states not listed in Exhibit A. This includes any analyses of market potential, competitive landscape, or distribution strategy that reference or implicate the territorial scope of the EDA.

4. The January 12, 2018 Kapoor Email. The email dated January 12, 2018, from Steven Kapoor to Donald R. Farnham, and all surrounding, related, and responsive email chains, threads, attachments, and forwarded messages. This also includes any calendar entries, meeting invitations, telephone records, notes, memoranda, or other documents relating to the subject matter of that email, the circumstances of its drafting and sending, and any internal discussions at Penterra concerning the email before or after it was sent.

5. Communications with Vantage Representatives. All communications with Donald R. Farnham, Lisa Petrangelo, Brian Kopec, or any other officer, employee, agent, or representative of Vantage regarding the scope of the Territory, tri-state distribution, expansion of distribution rights, or any modification or amendment to the EDA. This includes formal correspondence, informal emails, text messages, instant messages, telephone records, and meeting notes.

6. Vantage Tri-State Distribution Activities. All documents and ESI relating to Vantage's distribution activities in New York, New Jersey, and Pennsylvania, including but not limited to shipment records, shipping manifests, bills of lading, delivery confirmations, sales data, revenue reports, order confirmations, invoices, customer lists, hospital and clinic contact records, and logistics records. This includes any records maintained in Penterra's distribution management or order management systems reflecting orders placed by or shipments directed to end customers in the tri-state area.

7. Vantage New England Distribution Activities. All documents and ESI relating to Vantage's distribution activities within the New England states (Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont), including purchase orders, sales volumes, revenue data, and any records relating to Vantage's performance against the minimum annual purchase commitment of $9.5 million (WAC) required under Section 5.2 of the EDA. This includes any notices, reports, or correspondence regarding compliance with the minimum purchase commitment.

8. Vantage Purchase History. All records documenting Vantage's actual Oncalaris® purchases from Penterra over the life of the EDA, including:

• Fiscal Year 2018: approximately $11.2 million

• Fiscal Year 2019: approximately $14.8 million

• Fiscal Year 2020: approximately $18.3 million

• Fiscal Year 2021 (through March): approximately $16.1 million

This includes purchase orders, invoices, payment records, accounts receivable ledgers, credit memos, and any reports or summaries tracking Vantage's purchasing volumes over time.

9. The March 8, 2021 Cease-and-Desist Letter. The cease-and-desist letter from Jennifer Chao to Donald R. Farnham dated March 8, 2021, together with any internal drafts of the letter, internal communications relating to the preparation and review of the letter, analyses of the factual and legal bases for the demand, and any records of delivery or receipt of the letter.

10. The March 22, 2021 Response Letter. The response letter from Kenneth M. Rourke of Hargrove, Sinclair & Polk LLP to Jennifer Chao dated March 22, 2021, together with any internal analyses, memoranda, or communications relating to Penterra's evaluation of the claims and contentions set forth in that letter, including analysis of the threatened $35 million counterclaim.

11. Meridian National Distributors, Inc. All documents and communications relating to Meridian National Distributors, Inc. ("Meridian"), including but not limited to the term sheet executed on February 15, 2021, all drafts and negotiation correspondence relating to the term sheet, communications with Thomas Welliver or other Meridian representatives, internal analyses of the proposed Meridian distribution arrangement, and any documents relating to the status of the Meridian transaction following receipt of Vantage's threatened counterclaim.

12. Internal Deliberations. All internal discussions, memoranda, presentations, board materials, management reports, committee minutes, or analyses regarding the Vantage distribution relationship, the territorial dispute, the decision to send the cease-and-desist letter, the decision to engage outside counsel, litigation strategy, or the potential commercial impact of the dispute on Penterra's business.

13. Financial Records — Oncalaris® Revenue. Financial records relating to Oncalaris® revenue, which totaled approximately $412 million in fiscal year 2021 and represented approximately 22% of Penterra's $1.87 billion in consolidated revenue. This includes revenue reports, sales forecasts, budget projections, and any analyses of the financial impact of the territorial dispute on Oncalaris® revenue or Penterra's consolidated financial performance. It also includes financial records relating to Penterra's distribution arrangements generally, including costs, margins, and distributor compensation.

14. Distribution Network. All documents relating to Penterra's broader distribution network for Oncalaris® and Renuvesta®, including agreements and correspondence with other regional exclusive distributors, national specialty pharmacy partners, wholesalers, and any other entities involved in the distribution chain. This includes any documents reflecting the scope and boundaries of other distributors' territories and any policies or practices regarding the management of territorial exclusivity.

15. Prior Disputes with Vantage. All documents relating to any prior or pending complaints, disputes, claims, threatened claims, grievances, or disagreements involving Vantage, whether formal or informal, including any correspondence, settlement discussions, or resolutions.

4.2 Types of Documents and ESI

The obligation to preserve documents and ESI extends to all forms and media in which relevant information may exist. The following list is illustrative and not exhaustive. If you are unsure whether a particular type of document or storage medium falls within the scope of this hold, you should presume that it does and contact the General Counsel's office or outside counsel for guidance.

Paper Documents. All paper documents within the scope of the subject matter categories described above must be preserved. This includes, without limitation, original contracts and agreements, correspondence and letters, handwritten notes (including notes on sticky notes, notepads, margins of printed documents, or other informal media), memoranda, reports, meeting minutes, board materials, agendas, fax transmissions, and any other printed or handwritten materials.

Electronic Documents. All electronically created or stored documents within the scope of this hold must be preserved, including but not limited to word processing files (e.g., Microsoft Word, Stonefield Health IT), spreadsheets (e.g., Microsoft Excel, Stonefield Services Inc.), presentations (e.g., Microsoft Northgate Services Inc., Pemberton Services Inc.), PDF files, scanned images, and any other electronic file formats.

Emails. All email communications within the scope of this hold must be preserved, including sent emails, received emails, draft emails, and deleted emails (to the extent they remain recoverable). This includes email attachments, email folders, and email archives, whether stored on Company servers, personal devices, web-based email platforms, or cloud-based services. Penterra currently utilizes Hollowell Systems and Exchange / Ashbury Software as its primary email platform; all email data stored within these systems must be preserved. If any Custodian has used personal email accounts (e.g., Northgate Software, Cascade Health IT, or other personal email services) for Company business, those communications must also be preserved.

Text Messages, Instant Messages, and Messaging Applications. All text messages, instant messages, and communications via messaging applications within the scope of this hold must be preserved. This includes SMS messages, Ashbury Health IT, Northgate Data Systems messages and channels, Meridian Solutions messages and channels, and any other messaging platform used by Custodians for business-related communications. Custodians should ensure that auto-delete settings on messaging applications are disabled and that relevant message histories are retained.

Calendar Entries and Meeting Invitations. All calendar entries, meeting invitations, meeting agendas, and related scheduling records within the scope of this hold must be preserved. This includes Hollowell Systems calendar items, Northgate Data Systems meeting records, Calderon Software meeting recordings and transcripts, Granite Harbor Software meeting recordings, and any notes or summaries prepared in connection with scheduled meetings.

Voicemail and Audio Recordings. All retained voicemails, recorded telephone calls, meeting recordings, and audio files within the scope of this hold must be preserved. Custodians should not delete voicemails that relate to the subject matter categories described above.

Databases and Enterprise Systems. All data maintained in enterprise systems that relates to the subject matter categories described above must be preserved. This includes data from Hollowell & Co., Ridgeline Industries, or other enterprise resource planning ("ERP") systems; customer relationship management ("CRM") records; distribution management systems; order management systems; logistics tracking systems; and any other business applications that store relevant transactional, operational, or financial data.

Financial Records. All financial records within the scope of this hold must be preserved, including general ledger entries, journal entries, invoices, purchase orders, payment records, accounts receivable and accounts payable records, credit memos, debit memos, bank statements, wire transfer records, and related financial reports and reconciliations.

Mobile Devices. All smartphones, tablets, and laptops used by Custodians for Company business must be preserved and must not be wiped, reset, recycled, traded in, or otherwise disposed of without prior authorization from the General Counsel's office. This applies to Company-issued devices as well as personally owned devices on which Company business has been conducted.

Cloud Storage and Collaboration Platforms. All documents and data stored on cloud storage and collaboration platforms within the scope of this hold must be preserved. This includes content stored on Sundial Systems, Severin Services Inc., Hollowell Health IT, Larkspur Technologies, box, and any similar platforms used by Custodians for business-related purposes.

Social Media and Web-Based Communications. Any communications conducted through professional networking platforms (such as Westmark Health IT) or other social media platforms that relate to the subject matter categories described above must be preserved. This includes direct messages, connection requests, posts, and any other relevant communications.

Backup Tapes and Archival Media. Any backup tapes, disaster recovery archives, legacy storage media, or other archival copies of electronic data that may contain relevant documents or ESI must be preserved and must not be overwritten, recycled, or destroyed. The IT Department should be notified immediately of the need to suspend any scheduled rotation or overwriting of backup media.

5. Preservation Obligations

5.1 Immediate Suspension of Routine Destruction

Effective immediately upon issuance of this Litigation Hold Notice, all routine document destruction, recycling, overwriting, deletion, or disposal practices that could affect any documents or ESI falling within the scope of this hold must be suspended. This suspension applies Company-wide to any systems, repositories, or practices that may affect the materials described in Section 4 above.

Specifically, and without limitation, the following routine practices must be immediately suspended as they relate to materials within the scope of this hold:

• Automatic email deletion policies, including any policies that purge emails from the server after a specified number of days or that automatically delete emails from the "Deleted Items" or "Trash" folders.

• Auto-purge settings on electronic systems, including settings that automatically remove documents, files, or records after a specified retention period.

• Scheduled recycling or shredding of paper files, including any scheduled destruction under the Company's document retention policy or records management program.

• Overwriting or rotation of backup tapes, disaster recovery media, or other archival storage.

• Disposal, trade-in, or recycling of hardware, including laptops, desktops, servers, smartphones, or tablets, that may contain relevant data.

Custodians must not delete, alter, modify, overwrite, discard, shred, or destroy any documents or ESI within the scope of this hold. This prohibition applies regardless of any prior authorization, standing instruction, or routine practice to the contrary. If a Custodian becomes aware that any potentially relevant material has been inadvertently deleted or destroyed after the date of this notice, the Custodian must immediately report the incident to Jennifer Chao, General Counsel, and Hannah Brinkley of Calderwood & Harkness LLP.

5.2 Affirmative Preservation Steps

In addition to suspending routine destruction, each Custodian must take the following affirmative steps promptly upon receipt of this Litigation Hold Notice. These steps are intended to ensure that all potentially relevant documents and ESI are identified, secured, and preserved for the duration of the hold.

1. Identify and Segregate Paper Documents. Each Custodian must conduct a thorough review of his or her office, workspace, filing cabinets, desk drawers, and any other locations where paper documents may be stored, and identify all paper documents that fall within the subject matter categories described in Section 4.1 above. These documents must be segregated from other files and stored in a secure location. The Custodian should label the segregated materials with the notation "LITIGATION HOLD — DO NOT DESTROY — Matter No. 1018-00007" and notify the General Counsel's office of the location and approximate volume of the preserved materials.

2. Refrain from Deleting Electronic Communications. Each Custodian must immediately cease deleting any emails, text messages, instant messages, or other electronic communications that relate to the subject matter categories described in Section 4.1 above. This includes communications stored in email inboxes, sent folders, draft folders, archived folders, deleted items folders, and any other email repositories. Custodians should disable any auto-delete or auto-archive settings on their email accounts and messaging applications, and should contact the IT Department or the General Counsel's office for assistance in doing so.

3. Preserve All Electronic Files. Each Custodian must preserve all electronic files stored on hard drives (including local C: drives), network drives (including mapped drives and shared folders), laptops, mobile devices, USB drives, external hard drives, and cloud storage platforms that relate to the subject matter categories described in Section 4.1 above. Custodians must not move, rename, or reorganize files in a manner that could alter metadata or make files more difficult to locate and retrieve.

4. Notify the IT Department. Each Custodian must notify the IT Department (or the General Counsel's office) of any automatic deletion, archiving, or purging settings on their devices or accounts that may affect relevant ESI, so that those settings can be suspended or overridden. The IT Department will work with each Custodian to ensure that appropriate technical measures are in place to preserve all relevant data.

5. Preserve Personal Devices. To the extent that any Custodian has conducted Company business on personal smartphones, personal tablets, personal laptops, or personal email accounts, the Custodian must preserve all relevant documents, communications, and data stored on those personal devices and accounts. The Custodian must promptly notify the General Counsel's office of the existence and location of any relevant materials stored on personal devices or accounts, so that appropriate arrangements can be made for preservation and, if necessary, collection.

6. Do Not Create New Interpretive Documents. Custodians must not create any new documents for the purpose of summarizing, characterizing, interpreting, or explaining prior events, communications, or decisions related to the dispute described in Section 2 above, except at the specific direction of the General Counsel or outside counsel at Calderwood & Harkness LLP. This instruction is intended to protect against the creation of documents that could be subject to discovery and that could be inconsistent with the contemporaneous documentary record.

5.3 Duration of the Hold

This Litigation Hold will remain in full force and effect until further written notice from the General Counsel's office or Calderwood & Harkness LLP expressly releasing the hold. The hold will not be lifted until the litigation described herein, including any post-trial motions, appeals, and enforcement proceedings, has been fully and finally resolved.

Custodians should not assume that the hold has been lifted simply because they have not received a reminder notice for a period of time, because the underlying litigation appears to have been resolved at the trial level, or because they have changed positions or departments within the Company. The hold remains in effect unless and until a formal written release is issued.

If a Custodian leaves the Company during the pendency of this Litigation Hold, the General Counsel's office must be notified immediately so that appropriate steps can be taken to preserve the departing Custodian's documents and ESI, including imaging of hard drives, preservation of email archives, and collection of any Company-owned devices in the Custodian's possession.

6. IT Department and Systems Administration Obligations

The effective implementation of this Litigation Hold requires close coordination between the General Counsel's office, outside counsel, and Penterra's Information Technology Department. The General Counsel's office should coordinate with the IT Department to implement the following technical preservation measures as soon as practicable, and in no event later than five (5) business days from the date of this notice:

1. Suspend Automatic Deletion and Purge Policies. The IT Department must suspend all automatic email deletion or purge policies for the email accounts of all identified Custodians. This includes disabling any policies that automatically delete emails from the server after a specified retention period, that empty "Deleted Items" or "Trash" folders on a scheduled basis, or that move emails to archival storage in a manner that could result in loss of data or metadata. The suspension must remain in effect for the duration of the Litigation Hold.

2. Preserve Backup Tapes and Server Images. The IT Department must identify and preserve all backup tapes, server images, or other backup media that may contain relevant data, including email data, file server data, and application data for the Custodians and systems identified above. These backup media must not be overwritten, recycled, or destroyed in the normal tape rotation cycle or pursuant to any other routine procedure. The IT Department should maintain a log of all preserved backup media, including tape identifiers, dates, systems covered, and storage locations.

3. Preserve Access Logs, Audit Trails, and Metadata. The IT Department must preserve access logs, audit trails, system logs, and metadata for all relevant electronic systems, with particular attention to distribution management systems, order management systems, and ERP systems (such as Hollowell & Co. or Ridgeline Industries) that track Oncalaris® shipments, orders, invoices, and customer records. These logs and metadata may be critical to establishing the timing, scope, and authorization of Vantage's tri-state distribution activities.

4. Implement Technical Holds on Document Management and Collaboration Systems. The IT Department must implement any necessary technical holds, legal hold tags, or retention policies on the Company's document management systems, collaboration platforms (including Sundial Systems, Cobalt Ridge Systems, and Teams), and cloud storage repositories to prevent the deletion or modification of relevant documents and ESI. Where available, the IT Department should activate "legal hold" or "litigation hold" functionality within applicable systems (e.g., Sterling Reach Systems or equivalent tools).

5. Maintain a Record of Preservation Steps. The IT Department must maintain a comprehensive, contemporaneous record of all preservation steps taken in response to this Litigation Hold Notice, including the dates on which preservation measures were implemented, the specific systems and accounts affected, the identity of the responsible IT personnel, and a description of the technical measures applied. This record should be provided to the General Counsel's office and will be shared with outside counsel as part of the Company's defensibility documentation.

6. Coordinate with Outside Counsel on Collection. The IT Department should be prepared to work with Calderwood & Harkness LLP and any forensic ESI vendors retained by outside counsel to facilitate the collection and forensic imaging of relevant ESI when collection is initiated. The timing and scope of collection efforts will be determined by outside counsel in consultation with the General Counsel's office.

7. Consequences of Non-Compliance

The preservation obligations set forth in this Litigation Hold Notice are legal obligations of the highest importance. Failure to comply with this notice may result in severe consequences for Penterra and for the individuals responsible for non-compliance, including but not limited to the following:

• Spoliation of Evidence. The court may find that Penterra engaged in spoliation of evidence — the destruction or loss of relevant evidence in circumstances where the Company had a duty to preserve it. A spoliation finding can have devastating consequences for a party's case.

• Adverse Inference Instructions. The court may instruct the jury or fact-finder that it is permitted to infer that any destroyed or lost evidence was unfavorable to Penterra. Such an instruction can effectively predetermine the outcome of key factual issues in the litigation.

• Monetary Sanctions. The court may impose monetary sanctions on Penterra, including the payment of the opposing party's attorneys' fees and costs incurred as a result of the spoliation, as well as punitive monetary sanctions.

• Preclusion of Evidence or Dismissal. In extreme cases, the court may preclude Penterra from introducing certain evidence, strike Penterra's pleadings, or dismiss Penterra's claims as a sanction for spoliation.

• Individual Disciplinary Action. Any Penterra employee, officer, or agent who fails to comply with this Litigation Hold Notice may be subject to internal disciplinary action, up to and including termination of employment, as determined by the General Counsel's office in consultation with Human Resources and outside counsel.

Massachusetts courts, and the Business Litigation Session in particular, take preservation obligations seriously. The intentional or negligent destruction of relevant evidence in the anticipated action (Penterra Pharmaceuticals Corp. v. Vantage Medical Distribution, LLC, anticipated Docket No. 2184-CV-01537-BLS, Superior Court of Massachusetts, Business Litigation Session, Suffolk County) can result in severe and potentially case-dispositive consequences. Every Custodian must treat compliance with this Litigation Hold Notice as a matter of the utmost priority.

8. Contact Information and Questions

All questions regarding this Litigation Hold Notice — including questions about whether specific documents, communications, or ESI fall within its scope; questions about how to implement preservation measures; and questions about the duration or modification of the hold — should be directed to one of the following individuals:

Jennifer Chao, Esq. General Counsel Penterra Pharmaceuticals Corp. 400 Carnegie Center Drive, Suite 600 Princeton, NJ 08540 Telephone: (609) 555-4100

Email: jchao@penterra.com

Hannah Brinkley Calderwood & Harkness LLP 1 Federal Street, 35th Floor Boston, MA 02110 Telephone: (617) 555-7200

Email: hbrinkley@calderwoodharkness.com

Custodians are strongly encouraged to contact Ms. Chao or Ms. Brinkley promptly if they have any uncertainty about their obligations under this notice. It is far better to ask a question and receive guidance than to inadvertently fail to preserve relevant materials.

In addition, Custodians who become aware of any documents or ESI that may have been inadvertently destroyed, altered, lost, or made inaccessible — whether before or after receipt of this notice — must immediately notify Ms. Chao or Ms. Brinkley. Prompt reporting of any potential preservation issues is essential to enable the Company and its counsel to take remedial action and to assess and address any potential prejudice.

9. Acknowledgment and Confirmation

Each Custodian who receives this Litigation Hold Notice is required to sign and return the attached Acknowledgment Form to the General Counsel's office within five (5) business days of receipt of this notice. The Acknowledgment Form confirms the following:

1. The Custodian has read and understands this Litigation Hold Notice in its entirety.

2. The Custodian will comply with all preservation obligations described herein, including the immediate suspension of routine destruction and the affirmative preservation steps set forth in Section 5.

3. The Custodian has identified and is preserving all documents and ESI in his or her possession, custody, or control that fall within the scope of this hold.

4. The Custodian will promptly notify the General Counsel's office if any additional relevant documents or ESI are identified or if any potentially relevant materials are inadvertently destroyed or lost.

Failure to return the signed Acknowledgment Form within the specified timeframe will be reported to the General Counsel's office and outside counsel and may result in follow-up action, including direct outreach by outside counsel and, if necessary, escalation to senior management.

The signed Acknowledgment Forms will be maintained by the General Counsel's office as part of Penterra's litigation hold compliance records and may be provided to outside counsel for documentation purposes.

ACKNOWLEDGMENT FORM

LITIGATION HOLD NOTICE Penterra Pharmaceuticals Corp. v. Vantage Medical Distribution, LLC Calderwood & Harkness LLP Matter No. 1018-00007

I acknowledge receipt of the Litigation Hold Notice dated March 30, 2021, issued in connection with the matter Penterra Pharmaceuticals Corp. v. Vantage Medical Distribution, LLC (Calderwood & Harkness LLP Matter No. 1018-00007). I have read the Litigation Hold Notice in its entirety, understand my obligations as a Custodian, and will comply with all preservation requirements set forth therein. I understand that failure to comply with the Litigation Hold Notice may result in court-imposed sanctions against Penterra Pharmaceuticals Corp. and internal disciplinary action against me, up to and including termination of employment.

I further confirm that I have taken steps to identify and preserve all documents and electronically stored information within my possession, custody, or control that fall within the scope of the Litigation Hold, and that I will promptly notify the General Counsel's office or outside counsel if I identify any additional relevant materials or become aware of any potential loss or destruction of relevant materials.

Custodian Name (Printed): ________

Title / Department: ________

Date of Receipt of Litigation Hold Notice: ________

Signature: ________

Date of Signature: ________

Please return this signed Acknowledgment Form within five (5) business days of receipt to:

Jennifer Chao, General Counsel Penterra Pharmaceuticals Corp. 400 Carnegie Center Drive, Suite 600 Princeton, NJ 08540

Email: jchao@penterra.com

A copy should also be sent to:

Hannah Brinkley Calderwood & Harkness LLP 1 Federal Street, 35th Floor Boston, MA 02110

Email: hbrinkley@calderwoodharkness.com

10. Distribution List (Internal)

This Litigation Hold Notice is being distributed to the following initial Custodians on or about March 30, 2021:

Additional Custodians will be identified and added by the General Counsel's office, in consultation with Calderwood & Harkness LLP, as the investigation and document review process continues. Anticipated additional Custodians may include relevant personnel in the following departments:

• Commercial Operations — individuals involved in the management of distributor relationships, territory planning, and commercial strategy for Oncalaris® and Renuvesta®

• Distribution & Logistics — individuals involved in order processing, shipment coordination, inventory management, and fulfillment operations

• Legal — paralegals, contract administrators, and other legal department personnel who participated in the negotiation, execution, or administration of the EDA or the cease-and-desist correspondence

• Finance and Accounting — individuals responsible for revenue tracking, invoicing, accounts receivable, and financial reporting for the Vantage account

• Information Technology — systems administrators and data management personnel responsible for the enterprise systems that store relevant transactional and operational data

• Regulatory Affairs — individuals who may have been involved in distribution compliance or regulatory aspects of the Vantage relationship

The General Counsel's office will maintain a master list of all Custodians subject to this Litigation Hold, together with the following information for each Custodian:

• Date of initial notification

• Method of notification (e.g., email, hand delivery, registered mail)

• Date of receipt of signed Acknowledgment Form

• Any follow-up actions taken (e.g., reminder notices, supplemental instructions)

Periodic reminder notices will be issued to all Custodians at regular intervals to be determined by the General Counsel's office in consultation with outside counsel. These reminders will reiterate the preservation obligations described in this notice, confirm that the hold remains in effect, and provide an opportunity for Custodians to report any changes in their custodial circumstances (e.g., new documents identified, change in position or department, planned departure from the Company). It is anticipated that reminder notices will be issued at least quarterly, but the General Counsel's office and outside counsel reserve the right to issue reminders more frequently as circumstances warrant.

END OF LITIGATION HOLD NOTICE

This document is a draft prepared by Calderwood & Harkness LLP for review and distribution by the Office of the General Counsel of Penterra Pharmaceuticals Corp. All rights reserved. Matter No. 1018-00007.

Custodian	Title	Department
Dr. Marcus Lindholm	Chief Executive Officer	Executive Management
Jennifer Chao, Esq.	General Counsel	Legal
Steven Kapoor	Vice President, Commercial Operations	Commercial Operations
Rachel Mendez	Director of Distribution & Logistics	Distribution & Logistics

LITIGATION HOLD NOTICE
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
Prepared by: Hannah Brinkley, Calderwood & Harkness LLP, 1 Federal Street, 35th Floor, Boston, MA 02110
Prepared for: Penterra Pharmaceuticals Corp., 400 Carnegie Center Drive, Suite 600, Princeton, NJ 08540
Date of Draft: March 30, 2021
Matter Number: 1018-00007
Matter Name: Penterra Pharmaceuticals Corp. v. Vantage Medical Distribution, LLC
CONFIDENTIALITY LEGEND: This Litigation Hold Notice is protected by the attorney-client privilege and the work product doctrine. It has been prepared by outside counsel at the direction of the Office of the General Counsel of Penterra Pharmaceuticals Corp. in anticipation of litigation. This notice, and all information contained herein, is strictly confidential and should not be disclosed, distributed, forwarded, or otherwise made available to any third party — including but not limited to representatives of Vantage Medical Distribution, LLC; Meridian National Distributors, Inc.; regulatory agencies; media; or any persons outside of the Company — without the prior written authorization of the General Counsel's office. Unauthorized distribution of this notice may result in the waiver of attorney-client privilege and work product protection, which could cause significant and irreparable harm to Penterra's legal interests. If you have received this notice in error, please contact Jennifer Chao, General Counsel, immediately.
1. Purpose of This Notice
Penterra Pharmaceuticals Corp. ("Penterra" or the "Company") anticipates filing a Complaint for Declaratory Judgment in the Superior Court of Massachusetts, Business Litigation Session, Suffolk County, against Vantage Medical Distribution, LLC ("Vantage"), in connection with a dispute over the scope of the exclusive distribution territory under the Exclusive Distribution Agreement dated July 1, 2017 (the "EDA" or the "Agreement"). The anticipated filing date for this action is on or about April 12, 2021, and the matter is expected to be docketed as Case No. 2184-CV-01537-BLS.
In connection with this anticipated litigation, Penterra is obligated under applicable federal and state law, including the common law duty to preserve evidence, to take immediate and comprehensive steps to preserve all documents and electronically stored information ("ESI") that may be relevant to the claims and defenses at issue in this dispute. This obligation arises at the point at which litigation is reasonably anticipated, and it is the position of outside counsel that Penterra's preservation duty has been triggered no later than the date of this notice.
This Litigation Hold Notice supersedes any existing document retention, destruction, or recycling policies maintained by Penterra to the extent that those policies conflict with the preservation obligations described herein. No documents or ESI falling within the scope of this hold may be destroyed, deleted, discarded, altered, overwritten, or otherwise modified, regardless of any contrary provisions in the Company's records management policies, data governance procedures, or departmental practices.
Compliance with this Litigation Hold Notice is mandatory for all individuals identified as Custodians (as defined below), as well as for the IT Department and any other personnel who have custody, control, or access to potentially relevant materials. Failure to comply with the preservation obligations set forth in this notice may result in court-imposed sanctions, adverse evidentiary inferences drawn against the Company, monetary penalties, and other serious consequences for Penterra in the pending litigation. In addition, individuals who fail to comply with this notice may be subject to internal disciplinary action, up to and including termination of employment.
This notice is being issued at the direction of outside counsel, Calderwood & Harkness LLP, and the Office of the General Counsel of Penterra Pharmaceuticals Corp. All questions regarding the scope or application of this notice should be directed to Jennifer Chao, General Counsel, or Hannah Brinkley of Calderwood & Harkness LLP, as set forth in Section 8 below.
2. Background of the Dispute
The following summary is provided for the limited purpose of enabling Custodians to understand the nature of the dispute and to identify the categories of documents and ESI that must be preserved. This summary should be treated as strictly confidential and privileged.
On or about July 1, 2017, Penterra entered into the Exclusive Distribution Agreement with Vantage Medical Distribution, LLC, a Delaware limited liability company with its principal place of business in Stamford, Connecticut. Under the terms of the EDA, Penterra granted Vantage the exclusive right to market and distribute two of Penterra's key pharmaceutical products — Oncalaris® (pegvisomant-axel), in 20 mg and 40 mg vials, and Renuvesta® (cilosporin-beta), 5 mg capsules — within the geographic territory defined in Exhibit A to the Agreement (the "Territory").
Exhibit A to the EDA defines the Territory as the states of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont — collectively referred to herein as the "New England States." The Territory was negotiated as a limited, specifically defined geographic region, and the EDA contains detailed provisions governing the parties' respective rights and obligations within that Territory, including a minimum annual purchase commitment of $9.5 million at wholesale acquisition cost ("WAC") under Section 5.2 of the Agreement.
On or about September 14, 2020, Penterra became aware that Vantage had commenced shipping Oncalaris® to hospitals and oncology clinics located in New York, New Jersey, and Pennsylvania — states that are indisputably outside the defined Territory. Upon investigation, it was determined that between approximately September 2020 and March 2021, Vantage generated approximately $6.4 million in revenues from sales of Oncalaris® in the tri-state area (New York, New Jersey, and Pennsylvania), without Penterra's authorization and in apparent breach of the territorial restrictions set forth in the EDA.
On March 8, 2021, Jennifer Chao, General Counsel of Penterra, sent a formal cease-and-desist letter to Donald R. Farnham, Managing Member and Chief Executive Officer of Vantage, demanding that Vantage immediately cease and desist from distributing Oncalaris® outside the six New England states constituting the defined Territory. The cease-and-desist letter further demanded an accounting of all tri-state sales and placed Vantage on notice of its material breach of the Agreement.
On March 22, 2021, Kenneth M. Rourke of Hargrove, Sinclair & Polk LLP, outside counsel for Vantage, responded to Ms. Chao's letter. In his response, Mr. Rourke asserted that Vantage possessed the contractual right to distribute Oncalaris® in the tri-state area, based on two primary theories. First, Vantage claims that an email dated January 12, 2018, from Steven Kapoor, Penterra's Vice President of Commercial Operations, to Donald R. Farnham, constituted written consent to expand the Territory to include New York, New Jersey, and Pennsylvania. Second, Vantage contends that Penterra's course of dealing with Vantage — including Penterra's alleged knowledge of and failure to object to Vantage's tri-state distribution activities over a period of approximately six months — effected a modification of Exhibit A to the EDA. Penterra vigorously disputes both of these contentions.
Mr. Rourke's March 22, 2021 letter further threatened that Vantage would assert a $35 million breach-of-contract and tortious interference counterclaim against Penterra in the event that Penterra appointed a competing distributor for Oncalaris® in the tri-state area. This threat is of particular significance because, on February 15, 2021, Penterra executed a term sheet with Meridian National Distributors, Inc. ("Meridian"), a national specialty pharmaceutical distributor, for the distribution of Oncalaris® in New York, New Jersey, Pennsylvania, and Maryland. Due to Vantage's assertions and threatened counterclaim, the Meridian transaction has stalled, and the term sheet remains unexecuted as a definitive agreement.
For context, Oncalaris® is one of Penterra's most significant revenue-generating products, with approximately $412 million in revenue in fiscal year 2021, representing approximately 22% of Penterra's $1.87 billion in consolidated annual revenue. The resolution of this territorial dispute is therefore of critical commercial importance to the Company.
Calderwood & Harkness LLP has been retained to represent Penterra in this matter pursuant to an engagement letter dated March 29, 2021. As noted above, the anticipated filing date for the declaratory-judgment complaint is on or about April 12, 2021, in the Superior Court of Massachusetts, Business Litigation Session, Suffolk County.
3. Custodians Subject to This Hold
This Litigation Hold applies to the following individuals (each, a "Custodian," and collectively, the "Custodians"), each of whom has been identified as possessing, or as reasonably likely to possess, documents, communications, or ESI relevant to the dispute described above:
1. Dr. Marcus Lindholm — Chief Executive Officer, Penterra Pharmaceuticals Corp. Dr. Lindholm has been identified as a Custodian due to his executive oversight of the Company's commercial operations, his involvement in strategic decisions regarding the Vantage distribution relationship, and his participation in discussions regarding the potential appointment of Meridian National Distributors, Inc.
2. Jennifer Chao, Esq. — General Counsel, Penterra Pharmaceuticals Corp. Ms. Chao has been identified as a Custodian due to her direct role in the issuance of the March 8, 2021 cease-and-desist letter, her receipt and analysis of the March 22, 2021 response from Vantage's counsel, her involvement in the negotiation and execution of the EDA, and her overall legal oversight of the dispute.
3. Steven Kapoor — Vice President, Commercial Operations, Penterra Pharmaceuticals Corp. Mr. Kapoor has been identified as a Custodian because he is the author of the January 12, 2018 email to Donald R. Farnham that is central to Vantage's claim that the Territory was expanded. Mr. Kapoor also had primary responsibility for managing the Vantage commercial relationship and overseeing Oncalaris® distribution strategy.
4. Rachel Mendez — Director of Distribution & Logistics, Penterra Pharmaceuticals Corp. Ms. Mendez has been identified as a Custodian due to her operational responsibility for distribution logistics, including shipment tracking, inventory management, and coordination with Vantage on Oncalaris® and Renuvesta® orders and deliveries.
5. Any other Penterra employees, officers, or agents identified by the General Counsel's office or outside counsel as having relevant knowledge, information, documents, or ESI relating to the dispute. This includes, but is not limited to, individuals in the following departments who had involvement with the Vantage relationship, the distribution of Oncalaris® or Renuvesta®, or the tri-state territory question:
• Commercial Operations
• Distribution & Logistics
• Legal
• Finance and Accounting
• Regulatory Affairs
• Information Technology
• Executive Management
The General Counsel's office, in consultation with Calderwood & Harkness LLP, may supplement this list of Custodians at any time as additional relevant individuals are identified during the course of investigation and document review. Any individual who is added to the Custodian list will be individually notified in writing and provided with a copy of this Litigation Hold Notice. The addition of new Custodians does not affect the obligation of existing Custodians to continue to comply with this hold.
If you have been identified as a Custodian and you believe that other individuals within the Company may possess relevant documents or information, please promptly notify Jennifer Chao or Hannah Brinkley so that those individuals can be evaluated for inclusion in the hold.
4. Scope of Documents and ESI to Be Preserved
4.1 Subject Matter Categories
All documents, communications, and ESI relating to the following subjects must be identified and preserved, regardless of the medium or format in which they exist. This list is intended to be comprehensive, but it is not necessarily exhaustive. Custodians who are uncertain whether particular materials fall within the scope of this hold should err on the side of preservation and contact the General Counsel's office or outside counsel for guidance.
1. The Exclusive Distribution Agreement. The Exclusive Distribution Agreement dated July 1, 2017, between Penterra and Vantage, including all exhibits (and particularly Exhibit A — Territory Definition), schedules, amendments, addenda, side letters, memoranda of understanding, and any related term sheets or letters of intent. This includes both the fully executed version and any prior drafts.
2. Negotiation History. All documents and communications relating to the negotiations and discussions leading to the execution of the EDA, including but not limited to drafts, redlines, negotiation notes, markup copies, internal memoranda analyzing proposed terms, correspondence between the parties (and their respective counsel), and any presentations or summaries prepared for management or the Board of Directors in connection with the approval of the EDA.
3. Territory Definition and Interpretation. All documents and communications relating to the definition, scope, or interpretation of the "Territory" under the EDA, including any internal or external discussions about the potential expansion of the Territory to include New York, New Jersey, Pennsylvania, or any other states not listed in Exhibit A. This includes any analyses of market potential, competitive landscape, or distribution strategy that reference or implicate the territorial scope of the EDA.
4. The January 12, 2018 Kapoor Email. The email dated January 12, 2018, from Steven Kapoor to Donald R. Farnham, and all surrounding, related, and responsive email chains, threads, attachments, and forwarded messages. This also includes any calendar entries, meeting invitations, telephone records, notes, memoranda, or other documents relating to the subject matter of that email, the circumstances of its drafting and sending, and any internal discussions at Penterra concerning the email before or after it was sent.
5. Communications with Vantage Representatives. All communications with Donald R. Farnham, Lisa Petrangelo, Brian Kopec, or any other officer, employee, agent, or representative of Vantage regarding the scope of the Territory, tri-state distribution, expansion of distribution rights, or any modification or amendment to the EDA. This includes formal correspondence, informal emails, text messages, instant messages, telephone records, and meeting notes.
6. Vantage Tri-State Distribution Activities. All documents and ESI relating to Vantage's distribution activities in New York, New Jersey, and Pennsylvania, including but not limited to shipment records, shipping manifests, bills of lading, delivery confirmations, sales data, revenue reports, order confirmations, invoices, customer lists, hospital and clinic contact records, and logistics records. This includes any records maintained in Penterra's distribution management or order management systems reflecting orders placed by or shipments directed to end customers in the tri-state area.
7. Vantage New England Distribution Activities. All documents and ESI relating to Vantage's distribution activities within the New England states (Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont), including purchase orders, sales volumes, revenue data, and any records relating to Vantage's performance against the minimum annual purchase commitment of $9.5 million (WAC) required under Section 5.2 of the EDA. This includes any notices, reports, or correspondence regarding compliance with the minimum purchase commitment.
8. Vantage Purchase History. All records documenting Vantage's actual Oncalaris® purchases from Penterra over the life of the EDA, including:
• Fiscal Year 2018: approximately $11.2 million
• Fiscal Year 2019: approximately $14.8 million
• Fiscal Year 2020: approximately $18.3 million
• Fiscal Year 2021 (through March): approximately $16.1 million
This includes purchase orders, invoices, payment records, accounts receivable ledgers, credit memos, and any reports or summaries tracking Vantage's purchasing volumes over time.
9. The March 8, 2021 Cease-and-Desist Letter. The cease-and-desist letter from Jennifer Chao to Donald R. Farnham dated March 8, 2021, together with any internal drafts of the letter, internal communications relating to the preparation and review of the letter, analyses of the factual and legal bases for the demand, and any records of delivery or receipt of the letter.
10. The March 22, 2021 Response Letter. The response letter from Kenneth M. Rourke of Hargrove, Sinclair & Polk LLP to Jennifer Chao dated March 22, 2021, together with any internal analyses, memoranda, or communications relating to Penterra's evaluation of the claims and contentions set forth in that letter, including analysis of the threatened $35 million counterclaim.
11. Meridian National Distributors, Inc. All documents and communications relating to Meridian National Distributors, Inc. ("Meridian"), including but not limited to the term sheet executed on February 15, 2021, all drafts and negotiation correspondence relating to the term sheet, communications with Thomas Welliver or other Meridian representatives, internal analyses of the proposed Meridian distribution arrangement, and any documents relating to the status of the Meridian transaction following receipt of Vantage's threatened counterclaim.
12. Internal Deliberations. All internal discussions, memoranda, presentations, board materials, management reports, committee minutes, or analyses regarding the Vantage distribution relationship, the territorial dispute, the decision to send the cease-and-desist letter, the decision to engage outside counsel, litigation strategy, or the potential commercial impact of the dispute on Penterra's business.
13. Financial Records — Oncalaris® Revenue. Financial records relating to Oncalaris® revenue, which totaled approximately $412 million in fiscal year 2021 and represented approximately 22% of Penterra's $1.87 billion in consolidated revenue. This includes revenue reports, sales forecasts, budget projections, and any analyses of the financial impact of the territorial dispute on Oncalaris® revenue or Penterra's consolidated financial performance. It also includes financial records relating to Penterra's distribution arrangements generally, including costs, margins, and distributor compensation.
14. Distribution Network. All documents relating to Penterra's broader distribution network for Oncalaris® and Renuvesta®, including agreements and correspondence with other regional exclusive distributors, national specialty pharmacy partners, wholesalers, and any other entities involved in the distribution chain. This includes any documents reflecting the scope and boundaries of other distributors' territories and any policies or practices regarding the management of territorial exclusivity.
15. Prior Disputes with Vantage. All documents relating to any prior or pending complaints, disputes, claims, threatened claims, grievances, or disagreements involving Vantage, whether formal or informal, including any correspondence, settlement discussions, or resolutions.
4.2 Types of Documents and ESI
The obligation to preserve documents and ESI extends to all forms and media in which relevant information may exist. The following list is illustrative and not exhaustive. If you are unsure whether a particular type of document or storage medium falls within the scope of this hold, you should presume that it does and contact the General Counsel's office or outside counsel for guidance.
Paper Documents. All paper documents within the scope of the subject matter categories described above must be preserved. This includes, without limitation, original contracts and agreements, correspondence and letters, handwritten notes (including notes on sticky notes, notepads, margins of printed documents, or other informal media), memoranda, reports, meeting minutes, board materials, agendas, fax transmissions, and any other printed or handwritten materials.
Electronic Documents. All electronically created or stored documents within the scope of this hold must be preserved, including but not limited to word processing files (e.g., Microsoft Word, Stonefield Health IT), spreadsheets (e.g., Microsoft Excel, Stonefield Services Inc.), presentations (e.g., Microsoft Northgate Services Inc., Pemberton Services Inc.), PDF files, scanned images, and any other electronic file formats.
Emails. All email communications within the scope of this hold must be preserved, including sent emails, received emails, draft emails, and deleted emails (to the extent they remain recoverable). This includes email attachments, email folders, and email archives, whether stored on Company servers, personal devices, web-based email platforms, or cloud-based services. Penterra currently utilizes Hollowell Systems and Exchange / Ashbury Software as its primary email platform; all email data stored within these systems must be preserved. If any Custodian has used personal email accounts (e.g., Northgate Software, Cascade Health IT, or other personal email services) for Company business, those communications must also be preserved.
Text Messages, Instant Messages, and Messaging Applications. All text messages, instant messages, and communications via messaging applications within the scope of this hold must be preserved. This includes SMS messages, Ashbury Health IT, Northgate Data Systems messages and channels, Meridian Solutions messages and channels, and any other messaging platform used by Custodians for business-related communications. Custodians should ensure that auto-delete settings on messaging applications are disabled and that relevant message histories are retained.
Calendar Entries and Meeting Invitations. All calendar entries, meeting invitations, meeting agendas, and related scheduling records within the scope of this hold must be preserved. This includes Hollowell Systems calendar items, Northgate Data Systems meeting records, Calderon Software meeting recordings and transcripts, Granite Harbor Software meeting recordings, and any notes or summaries prepared in connection with scheduled meetings.
Voicemail and Audio Recordings. All retained voicemails, recorded telephone calls, meeting recordings, and audio files within the scope of this hold must be preserved. Custodians should not delete voicemails that relate to the subject matter categories described above.
Databases and Enterprise Systems. All data maintained in enterprise systems that relates to the subject matter categories described above must be preserved. This includes data from Hollowell & Co., Ridgeline Industries, or other enterprise resource planning ("ERP") systems; customer relationship management ("CRM") records; distribution management systems; order management systems; logistics tracking systems; and any other business applications that store relevant transactional, operational, or financial data.
Financial Records. All financial records within the scope of this hold must be preserved, including general ledger entries, journal entries, invoices, purchase orders, payment records, accounts receivable and accounts payable records, credit memos, debit memos, bank statements, wire transfer records, and related financial reports and reconciliations.
Mobile Devices. All smartphones, tablets, and laptops used by Custodians for Company business must be preserved and must not be wiped, reset, recycled, traded in, or otherwise disposed of without prior authorization from the General Counsel's office. This applies to Company-issued devices as well as personally owned devices on which Company business has been conducted.
Cloud Storage and Collaboration Platforms. All documents and data stored on cloud storage and collaboration platforms within the scope of this hold must be preserved. This includes content stored on Sundial Systems, Severin Services Inc., Hollowell Health IT, Larkspur Technologies, box, and any similar platforms used by Custodians for business-related purposes.
Social Media and Web-Based Communications. Any communications conducted through professional networking platforms (such as Westmark Health IT) or other social media platforms that relate to the subject matter categories described above must be preserved. This includes direct messages, connection requests, posts, and any other relevant communications.
Backup Tapes and Archival Media. Any backup tapes, disaster recovery archives, legacy storage media, or other archival copies of electronic data that may contain relevant documents or ESI must be preserved and must not be overwritten, recycled, or destroyed. The IT Department should be notified immediately of the need to suspend any scheduled rotation or overwriting of backup media.
5. Preservation Obligations
5.1 Immediate Suspension of Routine Destruction
Effective immediately upon issuance of this Litigation Hold Notice, all routine document destruction, recycling, overwriting, deletion, or disposal practices that could affect any documents or ESI falling within the scope of this hold must be suspended. This suspension applies Company-wide to any systems, repositories, or practices that may affect the materials described in Section 4 above.
Specifically, and without limitation, the following routine practices must be immediately suspended as they relate to materials within the scope of this hold:
• Automatic email deletion policies, including any policies that purge emails from the server after a specified number of days or that automatically delete emails from the "Deleted Items" or "Trash" folders.
• Auto-purge settings on electronic systems, including settings that automatically remove documents, files, or records after a specified retention period.
• Scheduled recycling or shredding of paper files, including any scheduled destruction under the Company's document retention policy or records management program.
• Overwriting or rotation of backup tapes, disaster recovery media, or other archival storage.
• Disposal, trade-in, or recycling of hardware, including laptops, desktops, servers, smartphones, or tablets, that may contain relevant data.
Custodians must not delete, alter, modify, overwrite, discard, shred, or destroy any documents or ESI within the scope of this hold. This prohibition applies regardless of any prior authorization, standing instruction, or routine practice to the contrary. If a Custodian becomes aware that any potentially relevant material has been inadvertently deleted or destroyed after the date of this notice, the Custodian must immediately report the incident to Jennifer Chao, General Counsel, and Hannah Brinkley of Calderwood & Harkness LLP.
5.2 Affirmative Preservation Steps
In addition to suspending routine destruction, each Custodian must take the following affirmative steps promptly upon receipt of this Litigation Hold Notice. These steps are intended to ensure that all potentially relevant documents and ESI are identified, secured, and preserved for the duration of the hold.
1. Identify and Segregate Paper Documents. Each Custodian must conduct a thorough review of his or her office, workspace, filing cabinets, desk drawers, and any other locations where paper documents may be stored, and identify all paper documents that fall within the subject matter categories described in Section 4.1 above. These documents must be segregated from other files and stored in a secure location. The Custodian should label the segregated materials with the notation "LITIGATION HOLD — DO NOT DESTROY — Matter No. 1018-00007" and notify the General Counsel's office of the location and approximate volume of the preserved materials.
2. Refrain from Deleting Electronic Communications. Each Custodian must immediately cease deleting any emails, text messages, instant messages, or other electronic communications that relate to the subject matter categories described in Section 4.1 above. This includes communications stored in email inboxes, sent folders, draft folders, archived folders, deleted items folders, and any other email repositories. Custodians should disable any auto-delete or auto-archive settings on their email accounts and messaging applications, and should contact the IT Department or the General Counsel's office for assistance in doing so.
3. Preserve All Electronic Files. Each Custodian must preserve all electronic files stored on hard drives (including local C: drives), network drives (including mapped drives and shared folders), laptops, mobile devices, USB drives, external hard drives, and cloud storage platforms that relate to the subject matter categories described in Section 4.1 above. Custodians must not move, rename, or reorganize files in a manner that could alter metadata or make files more difficult to locate and retrieve.
4. Notify the IT Department. Each Custodian must notify the IT Department (or the General Counsel's office) of any automatic deletion, archiving, or purging settings on their devices or accounts that may affect relevant ESI, so that those settings can be suspended or overridden. The IT Department will work with each Custodian to ensure that appropriate technical measures are in place to preserve all relevant data.
5. Preserve Personal Devices. To the extent that any Custodian has conducted Company business on personal smartphones, personal tablets, personal laptops, or personal email accounts, the Custodian must preserve all relevant documents, communications, and data stored on those personal devices and accounts. The Custodian must promptly notify the General Counsel's office of the existence and location of any relevant materials stored on personal devices or accounts, so that appropriate arrangements can be made for preservation and, if necessary, collection.
6. Do Not Create New Interpretive Documents. Custodians must not create any new documents for the purpose of summarizing, characterizing, interpreting, or explaining prior events, communications, or decisions related to the dispute described in Section 2 above, except at the specific direction of the General Counsel or outside counsel at Calderwood & Harkness LLP. This instruction is intended to protect against the creation of documents that could be subject to discovery and that could be inconsistent with the contemporaneous documentary record.
5.3 Duration of the Hold
This Litigation Hold will remain in full force and effect until further written notice from the General Counsel's office or Calderwood & Harkness LLP expressly releasing the hold. The hold will not be lifted until the litigation described herein, including any post-trial motions, appeals, and enforcement proceedings, has been fully and finally resolved.
Custodians should not assume that the hold has been lifted simply because they have not received a reminder notice for a period of time, because the underlying litigation appears to have been resolved at the trial level, or because they have changed positions or departments within the Company. The hold remains in effect unless and until a formal written release is issued.
If a Custodian leaves the Company during the pendency of this Litigation Hold, the General Counsel's office must be notified immediately so that appropriate steps can be taken to preserve the departing Custodian's documents and ESI, including imaging of hard drives, preservation of email archives, and collection of any Company-owned devices in the Custodian's possession.
6. IT Department and Systems Administration Obligations
The effective implementation of this Litigation Hold requires close coordination between the General Counsel's office, outside counsel, and Penterra's Information Technology Department. The General Counsel's office should coordinate with the IT Department to implement the following technical preservation measures as soon as practicable, and in no event later than five (5) business days from the date of this notice:
1. Suspend Automatic Deletion and Purge Policies. The IT Department must suspend all automatic email deletion or purge policies for the email accounts of all identified Custodians. This includes disabling any policies that automatically delete emails from the server after a specified retention period, that empty "Deleted Items" or "Trash" folders on a scheduled basis, or that move emails to archival storage in a manner that could result in loss of data or metadata. The suspension must remain in effect for the duration of the Litigation Hold.
2. Preserve Backup Tapes and Server Images. The IT Department must identify and preserve all backup tapes, server images, or other backup media that may contain relevant data, including email data, file server data, and application data for the Custodians and systems identified above. These backup media must not be overwritten, recycled, or destroyed in the normal tape rotation cycle or pursuant to any other routine procedure. The IT Department should maintain a log of all preserved backup media, including tape identifiers, dates, systems covered, and storage locations.
3. Preserve Access Logs, Audit Trails, and Metadata. The IT Department must preserve access logs, audit trails, system logs, and metadata for all relevant electronic systems, with particular attention to distribution management systems, order management systems, and ERP systems (such as Hollowell & Co. or Ridgeline Industries) that track Oncalaris® shipments, orders, invoices, and customer records. These logs and metadata may be critical to establishing the timing, scope, and authorization of Vantage's tri-state distribution activities.
4. Implement Technical Holds on Document Management and Collaboration Systems. The IT Department must implement any necessary technical holds, legal hold tags, or retention policies on the Company's document management systems, collaboration platforms (including Sundial Systems, Cobalt Ridge Systems, and Teams), and cloud storage repositories to prevent the deletion or modification of relevant documents and ESI. Where available, the IT Department should activate "legal hold" or "litigation hold" functionality within applicable systems (e.g., Sterling Reach Systems or equivalent tools).
5. Maintain a Record of Preservation Steps. The IT Department must maintain a comprehensive, contemporaneous record of all preservation steps taken in response to this Litigation Hold Notice, including the dates on which preservation measures were implemented, the specific systems and accounts affected, the identity of the responsible IT personnel, and a description of the technical measures applied. This record should be provided to the General Counsel's office and will be shared with outside counsel as part of the Company's defensibility documentation.
6. Coordinate with Outside Counsel on Collection. The IT Department should be prepared to work with Calderwood & Harkness LLP and any forensic ESI vendors retained by outside counsel to facilitate the collection and forensic imaging of relevant ESI when collection is initiated. The timing and scope of collection efforts will be determined by outside counsel in consultation with the General Counsel's office.
7. Consequences of Non-Compliance
The preservation obligations set forth in this Litigation Hold Notice are legal obligations of the highest importance. Failure to comply with this notice may result in severe consequences for Penterra and for the individuals responsible for non-compliance, including but not limited to the following:
• Spoliation of Evidence. The court may find that Penterra engaged in spoliation of evidence — the destruction or loss of relevant evidence in circumstances where the Company had a duty to preserve it. A spoliation finding can have devastating consequences for a party's case.
• Adverse Inference Instructions. The court may instruct the jury or fact-finder that it is permitted to infer that any destroyed or lost evidence was unfavorable to Penterra. Such an instruction can effectively predetermine the outcome of key factual issues in the litigation.
• Monetary Sanctions. The court may impose monetary sanctions on Penterra, including the payment of the opposing party's attorneys' fees and costs incurred as a result of the spoliation, as well as punitive monetary sanctions.
• Preclusion of Evidence or Dismissal. In extreme cases, the court may preclude Penterra from introducing certain evidence, strike Penterra's pleadings, or dismiss Penterra's claims as a sanction for spoliation.
• Individual Disciplinary Action. Any Penterra employee, officer, or agent who fails to comply with this Litigation Hold Notice may be subject to internal disciplinary action, up to and including termination of employment, as determined by the General Counsel's office in consultation with Human Resources and outside counsel.
Massachusetts courts, and the Business Litigation Session in particular, take preservation obligations seriously. The intentional or negligent destruction of relevant evidence in the anticipated action (Penterra Pharmaceuticals Corp. v. Vantage Medical Distribution, LLC, anticipated Docket No. 2184-CV-01537-BLS, Superior Court of Massachusetts, Business Litigation Session, Suffolk County) can result in severe and potentially case-dispositive consequences. Every Custodian must treat compliance with this Litigation Hold Notice as a matter of the utmost priority.
8. Contact Information and Questions
All questions regarding this Litigation Hold Notice — including questions about whether specific documents, communications, or ESI fall within its scope; questions about how to implement preservation measures; and questions about the duration or modification of the hold — should be directed to one of the following individuals:
Jennifer Chao, Esq. General Counsel Penterra Pharmaceuticals Corp. 400 Carnegie Center Drive, Suite 600 Princeton, NJ 08540 Telephone: (609) 555-4100
Email: jchao@penterra.com
Hannah Brinkley Calderwood & Harkness LLP 1 Federal Street, 35th Floor Boston, MA 02110 Telephone: (617) 555-7200
Email: hbrinkley@calderwoodharkness.com
Custodians are strongly encouraged to contact Ms. Chao or Ms. Brinkley promptly if they have any uncertainty about their obligations under this notice. It is far better to ask a question and receive guidance than to inadvertently fail to preserve relevant materials.
In addition, Custodians who become aware of any documents or ESI that may have been inadvertently destroyed, altered, lost, or made inaccessible — whether before or after receipt of this notice — must immediately notify Ms. Chao or Ms. Brinkley. Prompt reporting of any potential preservation issues is essential to enable the Company and its counsel to take remedial action and to assess and address any potential prejudice.
9. Acknowledgment and Confirmation
Each Custodian who receives this Litigation Hold Notice is required to sign and return the attached Acknowledgment Form to the General Counsel's office within five (5) business days of receipt of this notice. The Acknowledgment Form confirms the following:
1. The Custodian has read and understands this Litigation Hold Notice in its entirety.
2. The Custodian will comply with all preservation obligations described herein, including the immediate suspension of routine destruction and the affirmative preservation steps set forth in Section 5.
3. The Custodian has identified and is preserving all documents and ESI in his or her possession, custody, or control that fall within the scope of this hold.
4. The Custodian will promptly notify the General Counsel's office if any additional relevant documents or ESI are identified or if any potentially relevant materials are inadvertently destroyed or lost.
Failure to return the signed Acknowledgment Form within the specified timeframe will be reported to the General Counsel's office and outside counsel and may result in follow-up action, including direct outreach by outside counsel and, if necessary, escalation to senior management.
The signed Acknowledgment Forms will be maintained by the General Counsel's office as part of Penterra's litigation hold compliance records and may be provided to outside counsel for documentation purposes.
ACKNOWLEDGMENT FORM
LITIGATION HOLD NOTICE Penterra Pharmaceuticals Corp. v. Vantage Medical Distribution, LLC Calderwood & Harkness LLP Matter No. 1018-00007
I acknowledge receipt of the Litigation Hold Notice dated March 30, 2021, issued in connection with the matter Penterra Pharmaceuticals Corp. v. Vantage Medical Distribution, LLC (Calderwood & Harkness LLP Matter No. 1018-00007). I have read the Litigation Hold Notice in its entirety, understand my obligations as a Custodian, and will comply with all preservation requirements set forth therein. I understand that failure to comply with the Litigation Hold Notice may result in court-imposed sanctions against Penterra Pharmaceuticals Corp. and internal disciplinary action against me, up to and including termination of employment.
I further confirm that I have taken steps to identify and preserve all documents and electronically stored information within my possession, custody, or control that fall within the scope of the Litigation Hold, and that I will promptly notify the General Counsel's office or outside counsel if I identify any additional relevant materials or become aware of any potential loss or destruction of relevant materials.
Custodian Name (Printed): ________
Title / Department: ________
Date of Receipt of Litigation Hold Notice: ________
Signature: ________
Date of Signature: ________
Please return this signed Acknowledgment Form within five (5) business days of receipt to:
Jennifer Chao, General Counsel Penterra Pharmaceuticals Corp. 400 Carnegie Center Drive, Suite 600 Princeton, NJ 08540
Email: jchao@penterra.com
A copy should also be sent to:
Hannah Brinkley Calderwood & Harkness LLP 1 Federal Street, 35th Floor Boston, MA 02110
Email: hbrinkley@calderwoodharkness.com
10. Distribution List (Internal)
This Litigation Hold Notice is being distributed to the following initial Custodians on or about March 30, 2021:
Additional Custodians will be identified and added by the General Counsel's office, in consultation with Calderwood & Harkness LLP, as the investigation and document review process continues. Anticipated additional Custodians may include relevant personnel in the following departments:
• Commercial Operations — individuals involved in the management of distributor relationships, territory planning, and commercial strategy for Oncalaris® and Renuvesta®
• Distribution & Logistics — individuals involved in order processing, shipment coordination, inventory management, and fulfillment operations
• Legal — paralegals, contract administrators, and other legal department personnel who participated in the negotiation, execution, or administration of the EDA or the cease-and-desist correspondence
• Finance and Accounting — individuals responsible for revenue tracking, invoicing, accounts receivable, and financial reporting for the Vantage account
• Information Technology — systems administrators and data management personnel responsible for the enterprise systems that store relevant transactional and operational data
• Regulatory Affairs — individuals who may have been involved in distribution compliance or regulatory aspects of the Vantage relationship
The General Counsel's office will maintain a master list of all Custodians subject to this Litigation Hold, together with the following information for each Custodian:
• Date of initial notification
• Method of notification (e.g., email, hand delivery, registered mail)
• Date of receipt of signed Acknowledgment Form
• Any follow-up actions taken (e.g., reminder notices, supplemental instructions)
Periodic reminder notices will be issued to all Custodians at regular intervals to be determined by the General Counsel's office in consultation with outside counsel. These reminders will reiterate the preservation obligations described in this notice, confirm that the hold remains in effect, and provide an opportunity for Custodians to report any changes in their custodial circumstances (e.g., new documents identified, change in position or department, planned departure from the Company). It is anticipated that reminder notices will be issued at least quarterly, but the General Counsel's office and outside counsel reserve the right to issue reminders more frequently as circumstances warrant.
END OF LITIGATION HOLD NOTICE
This document is a draft prepared by Calderwood & Harkness LLP for review and distribution by the Office of the General Counsel of Penterra Pharmaceuticals Corp. All rights reserved. Matter No. 1018-00007.
Custodian | Title | Department
Dr. Marcus Lindholm | Chief Executive Officer | Executive Management
Jennifer Chao, Esq. | General Counsel | Legal
Steven Kapoor | Vice President, Commercial Operations | Commercial Operations
Rachel Mendez | Director of Distribution & Logistics | Distribution & Logistics

LITIGATION HOLD NOTICE

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT

ACKNOWLEDGMENT FORM

END OF LITIGATION HOLD NOTICE

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