1018-00009 · Client 1018 · Correspondence/IRS

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CALDERWOOD & HARKNESS LLP

Attorneys at Law

1735 Market Street, Suite 3100 Philadelphia, PA 19103 Telephone: (215) 496-7200 Facsimile: (215) 496-7201

600 Lexington Avenue New York, NY 10022 Telephone: (212) 848-5000 Facsimile: (212) 848-5001

February 15, 2023

Via Hand Delivery and Electronic Transmission

Revenue Agent Patricia Dunleavy Internal Revenue Service Large Business & International Division Northeast Transfer Pricing Practice Exam Team ID: LB&I-NE-TP-2022-00641

Re: Penterra Pharmaceuticals Corp. (EIN: 22-3741856) — Objection to Scope of Information Document Request No. 26 Tax Years Under Examination: 2017, 2018, 2019, 2020 C&H Matter No. 1018-00009

Dear Revenue Agent Dunleavy:

I. Introduction and Purpose of This Letter

Calderwood & Harkness LLP ("C&H") represents Penterra Pharmaceuticals Corp. ("PPC") in connection with the above-referenced examination. Our firm was retained as authorized representatives of PPC pursuant to IRS Form 2848 (Power of Attorney and Declaration of Representative), filed with the Internal Revenue Service on June 8, 2022. That authorization designates the following attorneys as PPC's authorized representatives for all matters arising from this examination: Leonard Cross, Sylvia Hartwell, Garrett Simmons, and Leila Nazari, each a member of C&H's Tax Department.

The purpose of this letter is to set forth PPC's formal written objection to the scope of Information Document Request No. 26 ("IDR No. 26"), issued by the examination team on or about February 1, 2023, in connection with the ongoing examination of PPC's federal income tax returns (Forms 1120) for tax years ending December 31, 2017, December 31, 2018, December 31, 2019, and December 31, 2020 (collectively, the "Examination Years").

At the outset, we wish to emphasize that PPC has cooperated fully and in good faith with this examination since its opening on May 16, 2022. PPC has provided timely and substantive responses to each of the twenty-five (25) Information Document Requests previously issued by the examination team, producing thousands of pages of documents and data responsive to the IRS's inquiries into PPC's transfer pricing arrangements with its Irish affiliate, Penterra Biopharma Ireland Ltd. ("PBI"). PPC's cooperation has been consistent, prompt, and thorough, and PPC has at all times sought to facilitate the efficient and orderly progress of the examination.

Notwithstanding PPC's demonstrated commitment to cooperation, IDR No. 26, as currently drafted, is overly broad, unduly burdensome, and extends materially beyond the legitimate scope of the transfer pricing issues that have been identified by the examination team and that are properly the subject of this examination. As described in greater detail below, IDR No. 26 seeks expansive categories of documents and communications that relate to entities, transactions, and time periods that are not at issue in this examination and that bear no reasonable relationship to the transfer pricing arrangements between PPC and PBI. PPC respectfully requests that the Internal Revenue Service narrow IDR No. 26 to reasonably targeted and specific categories of information that are relevant to the matters actually under review. PPC is prepared to cooperate fully in producing responsive documents and information within a properly scoped request and to meet and confer with the examination team to reach agreement on an appropriate scope.

II. Background on PPC's Cooperation with the Examination

Since the examination opened with the IRS's initial contact letter (Letter 2205-A), dated May 16, 2022, PPC has demonstrated an unwavering commitment to cooperating with the examination team. Over the course of approximately nine months, the examination team has issued a total of twenty-five (25) Information Document Requests, spanning a wide range of topics related to PPC's transfer pricing methodology, its intercompany arrangements with PBI, and the functional profile and economic substance of PBI's operations in Ireland. PPC has responded fully and timely to each of those requests.

The scope and depth of PPC's document production to date has been substantial. Among the categories of documents and information that PPC has produced in response to IDRs No. 1 through No. 25 are the following:

• Corporate organizational charts reflecting PPC's worldwide corporate structure, including all entities relevant to the intercompany arrangements at issue;

• The cost-sharing arrangement agreement ("CSA") between PPC and PBI, effective July 1, 2012, together with all amendments thereto through the end of the Examination Years;

• The legacy intellectual property license agreement between PPC and PBI (providing for a 4.5% royalty rate on net sales of licensed products), which preceded the CSA and which remained in effect for certain product categories during portions of the Examination Years;

• Contemporaneous transfer pricing documentation prepared by Crestfield & Associates LLP ("Crestfield") for each of the four Examination Years, including functional analyses, economic analyses, and best-method determinations;

• The original platform contribution transaction ("PCT") valuation report and supporting workpapers, documenting the $312 million PCT payment made by PBI to PPC at the inception of the CSA in 2012;

• Detailed R&D cost pool composition and allocation methodology for qualified research and development costs shared under the CSA, reflecting aggregate qualified R&D expenditures of $487.3 million in 2017, $523.8 million in 2018, $561.2 million in 2019, and $598.4 million in 2020;

• PBI's Irish statutory financial statements and Irish corporation tax returns for each of the four Examination Years (2017 through 2020);

• PBI headcount data, reflecting PBI's growth from 52 employees at the inception of the CSA in 2012 to 185 employees as of the end of 2020, along with organizational charts and descriptions of PBI personnel roles and responsibilities;

• Minutes of forty-two (42) PBI board of directors meetings held in Dublin, Ireland during the Examination Years, documenting PBI's governance activities and strategic decision-making;

• The contract manufacturing agreement between PBI and Penterra Manufacturing Ireland Ltd. ("PMI"), providing for product supply on a cost-plus-8% markup basis;

• Detailed product-level revenue data for PBI's three principal pharmaceutical products — Veritaxol, Imvara, and Cerulon — broken out by territory and distribution channel for each of the Examination Years;

• PBI's lease documentation for approximately 18,000 square feet of office and laboratory space at Sandyford Business Park, Dublin, Ireland;

• PBI's regulatory expenditure records, reflecting cumulative regulatory spending of approximately €47.2 million for the period 2017 through 2020, across sixty-eight (68) country markets in which PBI held or sought marketing authorizations;

• PBI banking records with Glenmore Bank Ireland plc, including account statements and evidence of PBI's management of its own treasury and cash flows;

• Comparable uncontrolled license agreements supporting PPC's comparable uncontrolled transaction ("CUT") analysis for the legacy royalty arrangement;

• Intercompany pricing documentation and market strategy documents evidencing PBI's independent commercial decision-making with respect to pricing, product launches, and regional market strategies; and

• Personnel interview materials for twelve (12) key PBI employees, including detailed descriptions of their day-to-day functional activities and decision-making authority.

Throughout the examination, PPC has requested extensions of IDR response deadlines only where genuinely needed due to the volume or complexity of the requested materials, and in each such instance PPC has promptly communicated with the examination team regarding the need for additional time. PPC has not unreasonably delayed any response to any IDR issued during the course of this examination. In total, PPC's document production to date encompasses thousands of pages of corporate records, financial data, intercompany agreements, transfer pricing analyses, personnel records, board minutes, regulatory filings, and related materials.

PPC's consistent and comprehensive cooperation throughout this examination demonstrates its good faith and its willingness to facilitate the examination process. PPC intends to continue this cooperation, but respectfully submits that the scope of IDR No. 26 must be narrowed in order for PPC to provide a meaningful, targeted, and timely response.

III. Description of IDR No. 26 as Issued

IDR No. 26, as drafted and issued on or about February 1, 2023, seeks expansive categories of documents and information relating to all global intercompany transactions within the entire PPC corporate group. Critically, the request is not limited to the transfer pricing arrangements between PPC and PBI — that is, the CSA, the legacy IP royalty arrangement, the PCT valuation, or PBI's functional activities — which are the matters that have been the focus of this examination since its inception.

Rather, IDR No. 26 requests, among other things, the following broad categories of documents and information:

1. All intercompany agreements, service-level agreements, and management fee arrangements among any and all PPC affiliates worldwide, for all periods from 2012 through 2020 — encompassing dozens of entities across multiple jurisdictions, many of which are not parties to the CSA or the legacy IP royalty arrangement and have no involvement in the transfer pricing issues under examination;

2. All board minutes, resolutions, and governance documents for every PPC subsidiary globally — not limited to PBI, but extending to affiliates in Asia-Pacific, Latin America, and other regions that play no role in the intercompany arrangements at issue;

3. All communications between PPC headquarters personnel and personnel of any foreign subsidiary regarding any pricing, product launch, or commercial strategy decision, without limitation as to the subsidiary, the product, or the time period involved;

4. All documents reflecting compensation, travel records, and time allocation of any PPC U.S.-based employee who interacted with any foreign affiliate at any time during the 2012–2020 period, regardless of whether such interaction had any connection to the CSA, PBI, or the transfer pricing arrangements under examination; and

5. Complete email archives for broad categories of PPC employees across multiple departments — including Research & Development, Commercial, Regulatory Affairs, Finance, and Legal — for the full 2012–2020 period, without limitation by search terms, custodians, or subject matter.

The request, as described above, is not limited to the CSA between PPC and PBI, the legacy IP royalty arrangement, or the specific transfer pricing issues that have been identified by the examination team — namely, the adequacy of the PCT valuation, the appropriateness of cost-sharing ratios and allocation keys, the arm's-length nature of the royalty rates applied under the legacy license, and the question of PBI's economic substance and functional profile as a CSA participant and IP owner. Instead, IDR No. 26, as drafted, sweeps far beyond these issues and would require PPC to undertake a massive, worldwide document collection and production effort that is neither reasonably targeted nor proportionate to the matters at issue.

IV. Legal Standards Governing IDR Scope and Taxpayer Objections

The IRS's own published guidance sets forth clear standards governing the issuance and scope of Information Document Requests, as well as the rights of taxpayers to object to requests that exceed those standards.

Internal Revenue Manual § 4.46.4, which governs IDR procedures for Large Business & International Division examinations, provides that Information Document Requests should be "specific" and should "clearly describe the information and documents being requested." The IRM further instructs examination teams to ensure that IDRs are "relevant to the examination issues" and are "not unduly burdensome" on the taxpayer. These principles reflect the basic requirement that IDRs must be tailored to the matters actually under examination and must be proportionate in scope to the significance and complexity of the issues being investigated.

In addition, the LB&I Directive on the IDR Enforcement Process, originally issued in 2013 and subsequently updated, establishes a collaborative framework for the issuance and resolution of IDRs. That directive emphasizes that the IDR process should be "a discussion" between the examination team and the taxpayer, and that IDRs should be "focused on the issues under examination." The directive contemplates that, where a taxpayer has concerns about the scope or burden of an IDR, the examination team and the taxpayer should engage in good-faith discussions to resolve those concerns before the IDR enforcement process is initiated.

While PPC acknowledges that the IRS's examination authority under Section 7602 of the Internal Revenue Code is broad and encompasses the power to examine books, records, and other data relevant to the determination of the correctness of a taxpayer's return, that authority must be exercised reasonably and in proportion to the issues being examined. The IRS may not use Information Document Requests as a vehicle for a "fishing expedition" into unrelated transactions, unrelated entities, or unrelated time periods that have no reasonable connection to the examination issues. Courts have consistently recognized that the IRS's summons power, while expansive, is subject to a standard of relevance and reasonable scope, and that taxpayers have a right to challenge demands that are overbroad or oppressive. See, e.g., United States v. Powell, 379 U.S. 48, 57–58 (1964) (IRS must demonstrate that an investigation is conducted for a legitimate purpose and that the materials sought are relevant to that purpose); United States v. Noall, 587 F.2d 123, 125 (2d Cir. 1978) (relevance requirement serves as a check on the IRS's information-gathering authority).

Finally, the IRM and the LB&I Directive both contemplate that taxpayers have the right to object to overly broad IDRs and to seek narrowing of the request before any enforcement or escalation action is taken. PPC's objection in this letter is consistent with those procedures and is intended to facilitate a constructive resolution of the scope of IDR No. 26.

V. Specific Objections to IDR No. 26

A. Overbreadth: The Request Extends to Entities and Transactions Not Under Examination

The examination at issue concerns the transfer pricing methodology employed in PPC's Irish intellectual property holding structure — specifically, the following intercompany arrangements and related issues:

(i) the CSA between PPC and PBI, effective July 1, 2012, pursuant to which PPC and PBI share the costs of ongoing pharmaceutical research and development activities and PBI obtains rights to exploit resulting intangible property in non-U.S. markets;

(ii) the legacy intellectual property royalty arrangement between PPC and PBI, under which PBI pays a 4.5% royalty on net sales of products covered by pre-CSA intangible property;

(iii) the PCT valuation, pursuant to which PBI made a platform contribution transaction payment of $312 million to PPC at the inception of the CSA, and the adequacy of that payment as compensation for PPC's pre-existing intangible property contributed to the CSA; and

(iv) PBI's role, functional profile, and economic substance as the CSA participant and IP owner for non-U.S. markets, including PBI's staffing, governance, regulatory activities, and commercial decision-making.

IDR No. 26's request for documents relating to all PPC affiliates worldwide is not reasonably calculated to address any of these issues. PPC maintains a global corporate structure with operating subsidiaries and affiliates across multiple jurisdictions, including entities in the Asia-Pacific region, Latin America, continental Europe, and other markets. Many of these subsidiaries are not parties to the CSA or the legacy IP royalty arrangement, have no role in the PCT valuation or the cost-sharing calculations at issue, and have no bearing on PBI's functional activities or economic substance. Requiring PPC to produce intercompany agreements, board minutes, governance documents, and communications for all of these affiliates would extend the examination far beyond its legitimate scope and would consume significant taxpayer resources to no productive end.

PPC has already produced the intercompany agreements that are directly relevant to this examination — the CSA (and all amendments thereto), the legacy IP license agreement, and the PBI-PMI contract manufacturing agreement (providing for product supply at cost plus an 8% markup). These are the agreements that govern the intercompany transactions and transfer pricing positions at issue. Documents relating to intercompany arrangements among PPC affiliates in, for example, Japan, Brazil, Australia, or Germany — entities that are not CSA participants, do not hold or license the intellectual property at issue, and are not the subject of any NOPA or proposed adjustment — are not relevant to the transfer pricing issues under examination and should not be within the scope of IDR No. 26.

PPC notes further that documents relating to Penterra Holdings Luxembourg S.à r.l. ("PHL"), the intermediate holding entity in PPC's European structure, have already been addressed in PPC's responses to prior IDRs. PHL is treated as a disregarded entity for U.S. federal income tax purposes, and PPC has produced the relevant documentation concerning PHL's role in the corporate structure. There is no basis for a request that would reach beyond PHL to all PPC affiliates globally.

B. Overbreadth: The Temporal Scope Extends Beyond the Examination Years

The tax years under examination are 2017, 2018, 2019, and 2020. IDR No. 26, however, demands documents spanning the full nine-year period from 2012 through 2020 — reaching back to the inception date of the CSA on July 1, 2012.

PPC recognizes that certain historical context regarding the inception of the CSA and the original PCT valuation may be relevant to the examination of the Examination Years. For that reason, PPC has already voluntarily produced the CSA agreement effective July 1, 2012 (and all amendments), the original PCT valuation report and supporting workpapers (documenting the $312 million payment), and historical context documents bearing on the formation of the CSA and PBI's early-stage functional profile. These productions were made in response to prior IDRs and are part of the examination record.

However, a blanket demand for all intercompany documentation across the entire PPC corporate group for a nine-year period from 2012 through 2020 is vastly disproportionate to the matters at issue. The 2012 tax year is not under examination, and no Notice of Proposed Adjustment ("NOPA") has been issued for that year. The IRS has already received the foundational documents from the CSA's inception period. There is no legitimate basis for requiring PPC to collect, review, and produce worldwide intercompany documentation for the years 2012 through 2016 when those years are not under examination and when the key historical documents have already been produced.

To the extent the examination team believes that specific, identified documents from the pre-examination period are necessary to evaluate a particular transfer pricing issue for the Examination Years, PPC is willing to discuss targeted requests for such documents. However, a blanket temporal expansion of the IDR to cover a nine-year period across the entire corporate group is not appropriate.

C. Undue Burden: Volume and Breadth of Requested Communications

Perhaps the most concerning aspect of IDR No. 26 is its request for complete email archives of broad categories of PPC employees — spanning the Research & Development, Commercial, Regulatory Affairs, Finance, and Legal departments — for the entire 2012–2020 period. This request, if complied with as drafted, would require PPC to identify, collect, search, review for relevance and privilege, and produce hundreds of thousands — and potentially millions — of individual email communications and attachments.

The cost, time, and internal resources required for such a production would be enormous and vastly disproportionate to any incremental informational value that such a production could provide. PPC has already produced extensive documentation bearing on the key factual issues that the examination team has identified, including:

• PBI board minutes for forty-two (42) board meetings held in Dublin during the Examination Years, documenting PBI's strategic direction, governance, and decision-making;

• Personnel interview materials for twelve (12) key PBI employees, providing detailed descriptions of their day-to-day functional activities, reporting relationships, and decision-making authority;

• PBI's regulatory expenditure records, totaling approximately €47.2 million in cumulative spending for the period 2017 through 2020, across sixty-eight (68) country markets;

• Intercompany pricing documentation and market strategy documents evidencing PBI's independent commercial decision-making with respect to product pricing, launches, and market strategy in non-U.S. markets; and

• PBI headcount data reflecting the growth from 52 employees in 2012 to 185 employees in 2020, together with organizational charts and role descriptions.

In light of this extensive production, a request for complete, unfiltered email archives across multiple departments for a nine-year period is neither necessary nor proportionate. Much of the email traffic that would be captured by such a request would consist of routine internal communications, personal correspondence, and business discussions wholly unrelated to transfer pricing or to any intercompany transaction between PPC and PBI. The burden on PPC of collecting, processing, reviewing, and producing such an enormous volume of electronic communications — while simultaneously continuing to operate its global pharmaceutical business — would be severe and unjustified.

D. Privilege Concerns

The breadth of IDR No. 26's request for "all communications" among specified categories of employees necessarily sweeps within its scope attorney-client privileged communications and attorney work product. PPC's employees regularly communicate with legal counsel — including attorneys at Calderwood & Harkness LLP, Thornbury & Keogh (PBI's Irish tax advisors), and Crestfield & Associates LLP (in its capacity as tax advisor and in connection with the rendering of tax advice) — regarding tax planning, transfer pricing compliance, regulatory matters, and corporate governance. These communications are protected by the attorney-client privilege and, in many instances, by the work-product doctrine.

Throughout the examination, PPC has maintained a privilege log for any documents withheld from production on the basis of privilege, and PPC intends to continue doing so. However, the extraordinary breadth of IDR No. 26 — encompassing complete email archives for broad categories of employees across five departments over a nine-year period — would require PPC to undertake an enormously time-consuming and costly privilege review of an unprecedented volume of communications. The burden of that privilege review alone would far exceed what is reasonable given the scope of the examination issues.

PPC submits that the more appropriate course is to narrow the scope of IDR No. 26 so that the universe of potentially responsive communications is manageable and proportionate, thereby allowing PPC to conduct a thorough privilege review and provide a complete privilege log for any withheld documents without imposing an undue burden on the taxpayer or on the examination process.

VI. PPC's Proposed Narrowing of IDR No. 26

In the spirit of cooperation and in furtherance of PPC's commitment to facilitating the examination, PPC proposes that IDR No. 26 be narrowed to the following reasonable and targeted scope:

Entities. The scope of IDR No. 26 should be limited to documents and information relating to PPC, PBI, PHL (solely to the extent of its holding-company role in the corporate structure), and PMI — that is, the entities that are directly involved in the transfer pricing arrangements under examination. Documents relating to PPC affiliates in other jurisdictions that are not parties to the CSA, the legacy royalty arrangement, or the PCT should be excluded from the scope of the request.

Transactions. The scope of IDR No. 26 should be limited to documents and information relating to the CSA between PPC and PBI, the legacy IP royalty arrangement between PPC and PBI, the PCT valuation and payment, and the PBI-PMI contract manufacturing agreement. Documents relating to other intercompany transactions or service arrangements that do not involve these specific arrangements should be excluded.

Time Period. The temporal scope of IDR No. 26 should be limited to the four Examination Years (2017, 2018, 2019, and 2020). To the extent the examination team requires additional historical documents from the CSA's inception period, PPC notes that the CSA agreement itself and the PCT valuation report and workpapers — the key 2012 documents — have already been produced. Any further requests for pre-2017 documents should be specifically identified and narrowly targeted to particular documents or categories of documents that are relevant to the evaluation of the Examination Year transfer pricing positions.

Communications. The scope of any request for electronic communications should be limited to communications between specifically identified PPC and PBI personnel regarding the following subjects: (i) CSA cost-sharing calculations and R&D cost pool allocation; (ii) royalty rate determinations under the legacy IP license; (iii) the PCT valuation and any subsequent adjustments or analyses; and (iv) PBI's functional activities, including regulatory strategy, commercial strategy, and product launch decisions for non-U.S. markets. The request should not encompass all-employee, all-department email archives for a nine-year period. PPC is prepared to discuss and agree upon reasonable search terms, date ranges limited to the Examination Years, and a defined list of custodians for any electronic communications production.

Compensation and Travel Data. Any request for compensation, travel records, and time-allocation data should be limited to (i) PBI key personnel, specifically Managing Director Aidan Naughton and his direct reports, and (ii) PPC U.S.-based personnel with direct involvement in CSA administration and PBI oversight, for the Examination Years only. A request for compensation and travel data for any U.S.-based employee who interacted with any foreign affiliate at any time during a nine-year period is not reasonably targeted and should not be within the scope of IDR No. 26.

PPC believes that the narrowed scope described above is fully sufficient to provide the examination team with the information it needs to evaluate the transfer pricing issues under examination, while avoiding the imposition of an undue burden on the taxpayer. PPC reiterates its commitment to full cooperation and is willing to engage in further discussions with the examination team to reach agreement on a workable scope for IDR No. 26.

VII. Request for Conference

In accordance with the procedures set forth in the IRM and the LB&I Directive on the IDR Enforcement Process, PPC respectfully requests a conference with Revenue Agent Patricia Dunleavy and Supervisory Revenue Agent Gerald Meskill (Team Manager) to discuss the scope of IDR No. 26 and to work toward an agreement on an appropriately narrowed scope before any response deadline is imposed.

PPC believes that a conference would be productive and consistent with the collaborative approach contemplated by the IRM and the LB&I Directive. The issues raised in this letter are amenable to resolution through good-faith discussion, and PPC is confident that the parties can agree on a scope for IDR No. 26 that serves the legitimate informational needs of the examination while respecting the taxpayer's right to be free from unduly burdensome and overbroad information demands.

PPC further proposes that the response deadline for IDR No. 26 be held in abeyance pending resolution of this scope objection. Requiring PPC to begin the substantial work of collecting, reviewing, and producing documents under the current, overbroad scope of IDR No. 26 — while simultaneously seeking to narrow that scope — would be inefficient and wasteful of resources for both parties. PPC submits that the more prudent course is to resolve the scope objection first and then to establish a reasonable response deadline for the narrowed IDR.

PPC is available to meet with the examination team at a mutually convenient time and location, and respectfully requests that the IRS respond to this conference request within fourteen (14) days of the date of this letter.

VIII. Reservation of Rights

PPC expressly reserves all rights to raise additional objections to IDR No. 26, or to any modified or revised version thereof, including but not limited to objections based on relevance, scope, burden, privilege, or any other applicable ground. PPC's filing of this objection to the scope of IDR No. 26 does not constitute a refusal to comply with the examination, and PPC reaffirms its commitment to cooperating fully with all reasonable and properly scoped Information Document Requests issued by the examination team.

Nothing in this letter, and no action or statement by PPC or its representatives in connection with this objection, should be construed as a waiver of any privilege, including but not limited to the attorney-client privilege and the work-product protection afforded by Federal Rule of Civil Procedure 26(b)(3) and its equivalents, or any other right or defense available to PPC under the Internal Revenue Code, the Treasury Regulations, or any other applicable law.

PPC appreciates the examination team's consideration of this objection and its willingness to work collaboratively toward a resolution that is fair, efficient, and appropriately focused on the transfer pricing issues under examination. PPC looks forward to discussing IDR No. 26 with the examination team and to reaching agreement on a scope that serves the interests of both parties.

Please do not hesitate to contact the undersigned at the telephone number or address set forth below to arrange a conference or to discuss any aspect of this letter.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Leonard Cross Partner, Tax Department Calderwood & Harkness LLP 1735 Market Street, Suite 3100 Philadelphia, PA 19103 Telephone: (215) 496-7244

Email: lcross@calderwoodharkness.com

cc (via electronic transmission):

Gerald Meskill, Supervisory Revenue Agent / Team Manager, IRS Large Business & International Division (Exam Team LB&I-NE-TP-2022-00641)

Marcus Whitfield, Vice President, Global Tax, Penterra Pharmaceuticals Corp.

Deborah Staines, General Counsel, Penterra Pharmaceuticals Corp.

Sylvia Hartwell, Calderwood & Harkness LLP

Garrett Simmons, Calderwood & Harkness LLP

Leila Nazari, Calderwood & Harkness LLP

CALDERWOOD & HARKNESS LLP
Attorneys at Law
1735 Market Street, Suite 3100 Philadelphia, PA 19103 Telephone: (215) 496-7200 Facsimile: (215) 496-7201
600 Lexington Avenue New York, NY 10022 Telephone: (212) 848-5000 Facsimile: (212) 848-5001
February 15, 2023
Via Hand Delivery and Electronic Transmission
Revenue Agent Patricia Dunleavy Internal Revenue Service Large Business & International Division Northeast Transfer Pricing Practice Exam Team ID: LB&I-NE-TP-2022-00641
Re: Penterra Pharmaceuticals Corp. (EIN: 22-3741856) — Objection to Scope of Information Document Request No. 26 Tax Years Under Examination: 2017, 2018, 2019, 2020 C&H Matter No. 1018-00009
Dear Revenue Agent Dunleavy:
I. Introduction and Purpose of This Letter
Calderwood & Harkness LLP ("C&H") represents Penterra Pharmaceuticals Corp. ("PPC") in connection with the above-referenced examination. Our firm was retained as authorized representatives of PPC pursuant to IRS Form 2848 (Power of Attorney and Declaration of Representative), filed with the Internal Revenue Service on June 8, 2022. That authorization designates the following attorneys as PPC's authorized representatives for all matters arising from this examination: Leonard Cross, Sylvia Hartwell, Garrett Simmons, and Leila Nazari, each a member of C&H's Tax Department.
The purpose of this letter is to set forth PPC's formal written objection to the scope of Information Document Request No. 26 ("IDR No. 26"), issued by the examination team on or about February 1, 2023, in connection with the ongoing examination of PPC's federal income tax returns (Forms 1120) for tax years ending December 31, 2017, December 31, 2018, December 31, 2019, and December 31, 2020 (collectively, the "Examination Years").
At the outset, we wish to emphasize that PPC has cooperated fully and in good faith with this examination since its opening on May 16, 2022. PPC has provided timely and substantive responses to each of the twenty-five (25) Information Document Requests previously issued by the examination team, producing thousands of pages of documents and data responsive to the IRS's inquiries into PPC's transfer pricing arrangements with its Irish affiliate, Penterra Biopharma Ireland Ltd. ("PBI"). PPC's cooperation has been consistent, prompt, and thorough, and PPC has at all times sought to facilitate the efficient and orderly progress of the examination.
Notwithstanding PPC's demonstrated commitment to cooperation, IDR No. 26, as currently drafted, is overly broad, unduly burdensome, and extends materially beyond the legitimate scope of the transfer pricing issues that have been identified by the examination team and that are properly the subject of this examination. As described in greater detail below, IDR No. 26 seeks expansive categories of documents and communications that relate to entities, transactions, and time periods that are not at issue in this examination and that bear no reasonable relationship to the transfer pricing arrangements between PPC and PBI. PPC respectfully requests that the Internal Revenue Service narrow IDR No. 26 to reasonably targeted and specific categories of information that are relevant to the matters actually under review. PPC is prepared to cooperate fully in producing responsive documents and information within a properly scoped request and to meet and confer with the examination team to reach agreement on an appropriate scope.
II. Background on PPC's Cooperation with the Examination
Since the examination opened with the IRS's initial contact letter (Letter 2205-A), dated May 16, 2022, PPC has demonstrated an unwavering commitment to cooperating with the examination team. Over the course of approximately nine months, the examination team has issued a total of twenty-five (25) Information Document Requests, spanning a wide range of topics related to PPC's transfer pricing methodology, its intercompany arrangements with PBI, and the functional profile and economic substance of PBI's operations in Ireland. PPC has responded fully and timely to each of those requests.
The scope and depth of PPC's document production to date has been substantial. Among the categories of documents and information that PPC has produced in response to IDRs No. 1 through No. 25 are the following:
• Corporate organizational charts reflecting PPC's worldwide corporate structure, including all entities relevant to the intercompany arrangements at issue;
• The cost-sharing arrangement agreement ("CSA") between PPC and PBI, effective July 1, 2012, together with all amendments thereto through the end of the Examination Years;
• The legacy intellectual property license agreement between PPC and PBI (providing for a 4.5% royalty rate on net sales of licensed products), which preceded the CSA and which remained in effect for certain product categories during portions of the Examination Years;
• Contemporaneous transfer pricing documentation prepared by Crestfield & Associates LLP ("Crestfield") for each of the four Examination Years, including functional analyses, economic analyses, and best-method determinations;
• The original platform contribution transaction ("PCT") valuation report and supporting workpapers, documenting the $312 million PCT payment made by PBI to PPC at the inception of the CSA in 2012;
• Detailed R&D cost pool composition and allocation methodology for qualified research and development costs shared under the CSA, reflecting aggregate qualified R&D expenditures of $487.3 million in 2017, $523.8 million in 2018, $561.2 million in 2019, and $598.4 million in 2020;
• PBI's Irish statutory financial statements and Irish corporation tax returns for each of the four Examination Years (2017 through 2020);
• PBI headcount data, reflecting PBI's growth from 52 employees at the inception of the CSA in 2012 to 185 employees as of the end of 2020, along with organizational charts and descriptions of PBI personnel roles and responsibilities;
• Minutes of forty-two (42) PBI board of directors meetings held in Dublin, Ireland during the Examination Years, documenting PBI's governance activities and strategic decision-making;
• The contract manufacturing agreement between PBI and Penterra Manufacturing Ireland Ltd. ("PMI"), providing for product supply on a cost-plus-8% markup basis;
• Detailed product-level revenue data for PBI's three principal pharmaceutical products — Veritaxol, Imvara, and Cerulon — broken out by territory and distribution channel for each of the Examination Years;
• PBI's lease documentation for approximately 18,000 square feet of office and laboratory space at Sandyford Business Park, Dublin, Ireland;
• PBI's regulatory expenditure records, reflecting cumulative regulatory spending of approximately €47.2 million for the period 2017 through 2020, across sixty-eight (68) country markets in which PBI held or sought marketing authorizations;
• PBI banking records with Glenmore Bank Ireland plc, including account statements and evidence of PBI's management of its own treasury and cash flows;
• Comparable uncontrolled license agreements supporting PPC's comparable uncontrolled transaction ("CUT") analysis for the legacy royalty arrangement;
• Intercompany pricing documentation and market strategy documents evidencing PBI's independent commercial decision-making with respect to pricing, product launches, and regional market strategies; and
• Personnel interview materials for twelve (12) key PBI employees, including detailed descriptions of their day-to-day functional activities and decision-making authority.
Throughout the examination, PPC has requested extensions of IDR response deadlines only where genuinely needed due to the volume or complexity of the requested materials, and in each such instance PPC has promptly communicated with the examination team regarding the need for additional time. PPC has not unreasonably delayed any response to any IDR issued during the course of this examination. In total, PPC's document production to date encompasses thousands of pages of corporate records, financial data, intercompany agreements, transfer pricing analyses, personnel records, board minutes, regulatory filings, and related materials.
PPC's consistent and comprehensive cooperation throughout this examination demonstrates its good faith and its willingness to facilitate the examination process. PPC intends to continue this cooperation, but respectfully submits that the scope of IDR No. 26 must be narrowed in order for PPC to provide a meaningful, targeted, and timely response.
III. Description of IDR No. 26 as Issued
IDR No. 26, as drafted and issued on or about February 1, 2023, seeks expansive categories of documents and information relating to all global intercompany transactions within the entire PPC corporate group. Critically, the request is not limited to the transfer pricing arrangements between PPC and PBI — that is, the CSA, the legacy IP royalty arrangement, the PCT valuation, or PBI's functional activities — which are the matters that have been the focus of this examination since its inception.
Rather, IDR No. 26 requests, among other things, the following broad categories of documents and information:
1. All intercompany agreements, service-level agreements, and management fee arrangements among any and all PPC affiliates worldwide, for all periods from 2012 through 2020 — encompassing dozens of entities across multiple jurisdictions, many of which are not parties to the CSA or the legacy IP royalty arrangement and have no involvement in the transfer pricing issues under examination;
2. All board minutes, resolutions, and governance documents for every PPC subsidiary globally — not limited to PBI, but extending to affiliates in Asia-Pacific, Latin America, and other regions that play no role in the intercompany arrangements at issue;
3. All communications between PPC headquarters personnel and personnel of any foreign subsidiary regarding any pricing, product launch, or commercial strategy decision, without limitation as to the subsidiary, the product, or the time period involved;
4. All documents reflecting compensation, travel records, and time allocation of any PPC U.S.-based employee who interacted with any foreign affiliate at any time during the 2012–2020 period, regardless of whether such interaction had any connection to the CSA, PBI, or the transfer pricing arrangements under examination; and
5. Complete email archives for broad categories of PPC employees across multiple departments — including Research & Development, Commercial, Regulatory Affairs, Finance, and Legal — for the full 2012–2020 period, without limitation by search terms, custodians, or subject matter.
The request, as described above, is not limited to the CSA between PPC and PBI, the legacy IP royalty arrangement, or the specific transfer pricing issues that have been identified by the examination team — namely, the adequacy of the PCT valuation, the appropriateness of cost-sharing ratios and allocation keys, the arm's-length nature of the royalty rates applied under the legacy license, and the question of PBI's economic substance and functional profile as a CSA participant and IP owner. Instead, IDR No. 26, as drafted, sweeps far beyond these issues and would require PPC to undertake a massive, worldwide document collection and production effort that is neither reasonably targeted nor proportionate to the matters at issue.
IV. Legal Standards Governing IDR Scope and Taxpayer Objections
The IRS's own published guidance sets forth clear standards governing the issuance and scope of Information Document Requests, as well as the rights of taxpayers to object to requests that exceed those standards.
Internal Revenue Manual § 4.46.4, which governs IDR procedures for Large Business & International Division examinations, provides that Information Document Requests should be "specific" and should "clearly describe the information and documents being requested." The IRM further instructs examination teams to ensure that IDRs are "relevant to the examination issues" and are "not unduly burdensome" on the taxpayer. These principles reflect the basic requirement that IDRs must be tailored to the matters actually under examination and must be proportionate in scope to the significance and complexity of the issues being investigated.
In addition, the LB&I Directive on the IDR Enforcement Process, originally issued in 2013 and subsequently updated, establishes a collaborative framework for the issuance and resolution of IDRs. That directive emphasizes that the IDR process should be "a discussion" between the examination team and the taxpayer, and that IDRs should be "focused on the issues under examination." The directive contemplates that, where a taxpayer has concerns about the scope or burden of an IDR, the examination team and the taxpayer should engage in good-faith discussions to resolve those concerns before the IDR enforcement process is initiated.
While PPC acknowledges that the IRS's examination authority under Section 7602 of the Internal Revenue Code is broad and encompasses the power to examine books, records, and other data relevant to the determination of the correctness of a taxpayer's return, that authority must be exercised reasonably and in proportion to the issues being examined. The IRS may not use Information Document Requests as a vehicle for a "fishing expedition" into unrelated transactions, unrelated entities, or unrelated time periods that have no reasonable connection to the examination issues. Courts have consistently recognized that the IRS's summons power, while expansive, is subject to a standard of relevance and reasonable scope, and that taxpayers have a right to challenge demands that are overbroad or oppressive. See, e.g., United States v. Powell, 379 U.S. 48, 57–58 (1964) (IRS must demonstrate that an investigation is conducted for a legitimate purpose and that the materials sought are relevant to that purpose); United States v. Noall, 587 F.2d 123, 125 (2d Cir. 1978) (relevance requirement serves as a check on the IRS's information-gathering authority).
Finally, the IRM and the LB&I Directive both contemplate that taxpayers have the right to object to overly broad IDRs and to seek narrowing of the request before any enforcement or escalation action is taken. PPC's objection in this letter is consistent with those procedures and is intended to facilitate a constructive resolution of the scope of IDR No. 26.
V. Specific Objections to IDR No. 26
A. Overbreadth: The Request Extends to Entities and Transactions Not Under Examination
The examination at issue concerns the transfer pricing methodology employed in PPC's Irish intellectual property holding structure — specifically, the following intercompany arrangements and related issues:
(i) the CSA between PPC and PBI, effective July 1, 2012, pursuant to which PPC and PBI share the costs of ongoing pharmaceutical research and development activities and PBI obtains rights to exploit resulting intangible property in non-U.S. markets;
(ii) the legacy intellectual property royalty arrangement between PPC and PBI, under which PBI pays a 4.5% royalty on net sales of products covered by pre-CSA intangible property;
(iii) the PCT valuation, pursuant to which PBI made a platform contribution transaction payment of $312 million to PPC at the inception of the CSA, and the adequacy of that payment as compensation for PPC's pre-existing intangible property contributed to the CSA; and
(iv) PBI's role, functional profile, and economic substance as the CSA participant and IP owner for non-U.S. markets, including PBI's staffing, governance, regulatory activities, and commercial decision-making.
IDR No. 26's request for documents relating to all PPC affiliates worldwide is not reasonably calculated to address any of these issues. PPC maintains a global corporate structure with operating subsidiaries and affiliates across multiple jurisdictions, including entities in the Asia-Pacific region, Latin America, continental Europe, and other markets. Many of these subsidiaries are not parties to the CSA or the legacy IP royalty arrangement, have no role in the PCT valuation or the cost-sharing calculations at issue, and have no bearing on PBI's functional activities or economic substance. Requiring PPC to produce intercompany agreements, board minutes, governance documents, and communications for all of these affiliates would extend the examination far beyond its legitimate scope and would consume significant taxpayer resources to no productive end.
PPC has already produced the intercompany agreements that are directly relevant to this examination — the CSA (and all amendments thereto), the legacy IP license agreement, and the PBI-PMI contract manufacturing agreement (providing for product supply at cost plus an 8% markup). These are the agreements that govern the intercompany transactions and transfer pricing positions at issue. Documents relating to intercompany arrangements among PPC affiliates in, for example, Japan, Brazil, Australia, or Germany — entities that are not CSA participants, do not hold or license the intellectual property at issue, and are not the subject of any NOPA or proposed adjustment — are not relevant to the transfer pricing issues under examination and should not be within the scope of IDR No. 26.
PPC notes further that documents relating to Penterra Holdings Luxembourg S.à r.l. ("PHL"), the intermediate holding entity in PPC's European structure, have already been addressed in PPC's responses to prior IDRs. PHL is treated as a disregarded entity for U.S. federal income tax purposes, and PPC has produced the relevant documentation concerning PHL's role in the corporate structure. There is no basis for a request that would reach beyond PHL to all PPC affiliates globally.
B. Overbreadth: The Temporal Scope Extends Beyond the Examination Years
The tax years under examination are 2017, 2018, 2019, and 2020. IDR No. 26, however, demands documents spanning the full nine-year period from 2012 through 2020 — reaching back to the inception date of the CSA on July 1, 2012.
PPC recognizes that certain historical context regarding the inception of the CSA and the original PCT valuation may be relevant to the examination of the Examination Years. For that reason, PPC has already voluntarily produced the CSA agreement effective July 1, 2012 (and all amendments), the original PCT valuation report and supporting workpapers (documenting the $312 million payment), and historical context documents bearing on the formation of the CSA and PBI's early-stage functional profile. These productions were made in response to prior IDRs and are part of the examination record.
However, a blanket demand for all intercompany documentation across the entire PPC corporate group for a nine-year period from 2012 through 2020 is vastly disproportionate to the matters at issue. The 2012 tax year is not under examination, and no Notice of Proposed Adjustment ("NOPA") has been issued for that year. The IRS has already received the foundational documents from the CSA's inception period. There is no legitimate basis for requiring PPC to collect, review, and produce worldwide intercompany documentation for the years 2012 through 2016 when those years are not under examination and when the key historical documents have already been produced.
To the extent the examination team believes that specific, identified documents from the pre-examination period are necessary to evaluate a particular transfer pricing issue for the Examination Years, PPC is willing to discuss targeted requests for such documents. However, a blanket temporal expansion of the IDR to cover a nine-year period across the entire corporate group is not appropriate.
C. Undue Burden: Volume and Breadth of Requested Communications
Perhaps the most concerning aspect of IDR No. 26 is its request for complete email archives of broad categories of PPC employees — spanning the Research & Development, Commercial, Regulatory Affairs, Finance, and Legal departments — for the entire 2012–2020 period. This request, if complied with as drafted, would require PPC to identify, collect, search, review for relevance and privilege, and produce hundreds of thousands — and potentially millions — of individual email communications and attachments.
The cost, time, and internal resources required for such a production would be enormous and vastly disproportionate to any incremental informational value that such a production could provide. PPC has already produced extensive documentation bearing on the key factual issues that the examination team has identified, including:
• PBI board minutes for forty-two (42) board meetings held in Dublin during the Examination Years, documenting PBI's strategic direction, governance, and decision-making;
• Personnel interview materials for twelve (12) key PBI employees, providing detailed descriptions of their day-to-day functional activities, reporting relationships, and decision-making authority;
• PBI's regulatory expenditure records, totaling approximately €47.2 million in cumulative spending for the period 2017 through 2020, across sixty-eight (68) country markets;
• Intercompany pricing documentation and market strategy documents evidencing PBI's independent commercial decision-making with respect to product pricing, launches, and market strategy in non-U.S. markets; and
• PBI headcount data reflecting the growth from 52 employees in 2012 to 185 employees in 2020, together with organizational charts and role descriptions.
In light of this extensive production, a request for complete, unfiltered email archives across multiple departments for a nine-year period is neither necessary nor proportionate. Much of the email traffic that would be captured by such a request would consist of routine internal communications, personal correspondence, and business discussions wholly unrelated to transfer pricing or to any intercompany transaction between PPC and PBI. The burden on PPC of collecting, processing, reviewing, and producing such an enormous volume of electronic communications — while simultaneously continuing to operate its global pharmaceutical business — would be severe and unjustified.
D. Privilege Concerns
The breadth of IDR No. 26's request for "all communications" among specified categories of employees necessarily sweeps within its scope attorney-client privileged communications and attorney work product. PPC's employees regularly communicate with legal counsel — including attorneys at Calderwood & Harkness LLP, Thornbury & Keogh (PBI's Irish tax advisors), and Crestfield & Associates LLP (in its capacity as tax advisor and in connection with the rendering of tax advice) — regarding tax planning, transfer pricing compliance, regulatory matters, and corporate governance. These communications are protected by the attorney-client privilege and, in many instances, by the work-product doctrine.
Throughout the examination, PPC has maintained a privilege log for any documents withheld from production on the basis of privilege, and PPC intends to continue doing so. However, the extraordinary breadth of IDR No. 26 — encompassing complete email archives for broad categories of employees across five departments over a nine-year period — would require PPC to undertake an enormously time-consuming and costly privilege review of an unprecedented volume of communications. The burden of that privilege review alone would far exceed what is reasonable given the scope of the examination issues.
PPC submits that the more appropriate course is to narrow the scope of IDR No. 26 so that the universe of potentially responsive communications is manageable and proportionate, thereby allowing PPC to conduct a thorough privilege review and provide a complete privilege log for any withheld documents without imposing an undue burden on the taxpayer or on the examination process.
VI. PPC's Proposed Narrowing of IDR No. 26
In the spirit of cooperation and in furtherance of PPC's commitment to facilitating the examination, PPC proposes that IDR No. 26 be narrowed to the following reasonable and targeted scope:
Entities. The scope of IDR No. 26 should be limited to documents and information relating to PPC, PBI, PHL (solely to the extent of its holding-company role in the corporate structure), and PMI — that is, the entities that are directly involved in the transfer pricing arrangements under examination. Documents relating to PPC affiliates in other jurisdictions that are not parties to the CSA, the legacy royalty arrangement, or the PCT should be excluded from the scope of the request.
Transactions. The scope of IDR No. 26 should be limited to documents and information relating to the CSA between PPC and PBI, the legacy IP royalty arrangement between PPC and PBI, the PCT valuation and payment, and the PBI-PMI contract manufacturing agreement. Documents relating to other intercompany transactions or service arrangements that do not involve these specific arrangements should be excluded.
Time Period. The temporal scope of IDR No. 26 should be limited to the four Examination Years (2017, 2018, 2019, and 2020). To the extent the examination team requires additional historical documents from the CSA's inception period, PPC notes that the CSA agreement itself and the PCT valuation report and workpapers — the key 2012 documents — have already been produced. Any further requests for pre-2017 documents should be specifically identified and narrowly targeted to particular documents or categories of documents that are relevant to the evaluation of the Examination Year transfer pricing positions.
Communications. The scope of any request for electronic communications should be limited to communications between specifically identified PPC and PBI personnel regarding the following subjects: (i) CSA cost-sharing calculations and R&D cost pool allocation; (ii) royalty rate determinations under the legacy IP license; (iii) the PCT valuation and any subsequent adjustments or analyses; and (iv) PBI's functional activities, including regulatory strategy, commercial strategy, and product launch decisions for non-U.S. markets. The request should not encompass all-employee, all-department email archives for a nine-year period. PPC is prepared to discuss and agree upon reasonable search terms, date ranges limited to the Examination Years, and a defined list of custodians for any electronic communications production.
Compensation and Travel Data. Any request for compensation, travel records, and time-allocation data should be limited to (i) PBI key personnel, specifically Managing Director Aidan Naughton and his direct reports, and (ii) PPC U.S.-based personnel with direct involvement in CSA administration and PBI oversight, for the Examination Years only. A request for compensation and travel data for any U.S.-based employee who interacted with any foreign affiliate at any time during a nine-year period is not reasonably targeted and should not be within the scope of IDR No. 26.
PPC believes that the narrowed scope described above is fully sufficient to provide the examination team with the information it needs to evaluate the transfer pricing issues under examination, while avoiding the imposition of an undue burden on the taxpayer. PPC reiterates its commitment to full cooperation and is willing to engage in further discussions with the examination team to reach agreement on a workable scope for IDR No. 26.
VII. Request for Conference
In accordance with the procedures set forth in the IRM and the LB&I Directive on the IDR Enforcement Process, PPC respectfully requests a conference with Revenue Agent Patricia Dunleavy and Supervisory Revenue Agent Gerald Meskill (Team Manager) to discuss the scope of IDR No. 26 and to work toward an agreement on an appropriately narrowed scope before any response deadline is imposed.
PPC believes that a conference would be productive and consistent with the collaborative approach contemplated by the IRM and the LB&I Directive. The issues raised in this letter are amenable to resolution through good-faith discussion, and PPC is confident that the parties can agree on a scope for IDR No. 26 that serves the legitimate informational needs of the examination while respecting the taxpayer's right to be free from unduly burdensome and overbroad information demands.
PPC further proposes that the response deadline for IDR No. 26 be held in abeyance pending resolution of this scope objection. Requiring PPC to begin the substantial work of collecting, reviewing, and producing documents under the current, overbroad scope of IDR No. 26 — while simultaneously seeking to narrow that scope — would be inefficient and wasteful of resources for both parties. PPC submits that the more prudent course is to resolve the scope objection first and then to establish a reasonable response deadline for the narrowed IDR.
PPC is available to meet with the examination team at a mutually convenient time and location, and respectfully requests that the IRS respond to this conference request within fourteen (14) days of the date of this letter.
VIII. Reservation of Rights
PPC expressly reserves all rights to raise additional objections to IDR No. 26, or to any modified or revised version thereof, including but not limited to objections based on relevance, scope, burden, privilege, or any other applicable ground. PPC's filing of this objection to the scope of IDR No. 26 does not constitute a refusal to comply with the examination, and PPC reaffirms its commitment to cooperating fully with all reasonable and properly scoped Information Document Requests issued by the examination team.
Nothing in this letter, and no action or statement by PPC or its representatives in connection with this objection, should be construed as a waiver of any privilege, including but not limited to the attorney-client privilege and the work-product protection afforded by Federal Rule of Civil Procedure 26(b)(3) and its equivalents, or any other right or defense available to PPC under the Internal Revenue Code, the Treasury Regulations, or any other applicable law.
PPC appreciates the examination team's consideration of this objection and its willingness to work collaboratively toward a resolution that is fair, efficient, and appropriately focused on the transfer pricing issues under examination. PPC looks forward to discussing IDR No. 26 with the examination team and to reaching agreement on a scope that serves the interests of both parties.
Please do not hesitate to contact the undersigned at the telephone number or address set forth below to arrange a conference or to discuss any aspect of this letter.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Cross Partner, Tax Department Calderwood & Harkness LLP 1735 Market Street, Suite 3100 Philadelphia, PA 19103 Telephone: (215) 496-7244
Email: lcross@calderwoodharkness.com
cc (via electronic transmission):
Gerald Meskill, Supervisory Revenue Agent / Team Manager, IRS Large Business & International Division (Exam Team LB&I-NE-TP-2022-00641)
Marcus Whitfield, Vice President, Global Tax, Penterra Pharmaceuticals Corp.
Deborah Staines, General Counsel, Penterra Pharmaceuticals Corp.
Sylvia Hartwell, Calderwood & Harkness LLP
Garrett Simmons, Calderwood & Harkness LLP
Leila Nazari, Calderwood & Harkness LLP

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

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