POWER OF ATTORNEY AND DECLARATION OF REPRESENTATIVE

POWER OF ATTORNEY AND DECLARATION OF REPRESENTATIVE
IRS Form 2848 (Rev. January 2021) OMB No. 1545-0150 Department of the Treasury — Internal Revenue Service
Date Filed: June 8, 2022
For IRS Use Only — Received by: __ Function: __ Date: __
PART I — POWER OF ATTORNEY
CAUTION: A separate Form 2848 should be completed for each taxpayer. Form 2848 will not be honored for any purpose other than representation before the IRS.
Section 1. Taxpayer Information
Taxpayer name(s) and address:
Penterra Pharmaceuticals Corp. 2200 Independence Boulevard Princeton Junction, NJ 08550
Taxpayer Identification Number (EIN): 22-3741856
Daytime Telephone Number: (609) 555-4100
Plan Number (if applicable): N/A
Fax Number: (609) 555-4105
Section 2. Representative(s)
Note: Representatives must sign and date this form in Part II, Declaration of Representative. If more than four representatives are to be appointed, attach an additional Form 2848 for the additional representatives.
Representative 1.  Name: Leonard Cross
CAF No.: 7829-40156R
PTIN: P01846723
Telephone No.: (215) 555-7600
Fax No.: (215) 555-7601
Address: 1735 Market Street, Suite 3100, Philadelphia, PA 19103
Designation (check one): a — Attorney
Jurisdiction (state) or enrollment card number: Licensed in New York, New Jersey, and the District of Columbia
Check if new address, telephone number, or fax number:
Check if to be sent copies of notices and communications:
Representative 2.  Name: Sylvia Hartwell
CAF No.: 5017-83924R
PTIN: P01397485
Telephone No.: (212) 555-2400
Fax No.: (212) 555-2401
Address: 600 Lexington Avenue, New York, NY 10022
Designation (check one): a — Attorney
Jurisdiction (state) or enrollment card number: Licensed in New York and the District of Columbia
Check if new address, telephone number, or fax number:
Check if to be sent copies of notices and communications:
Representative 3.  Name: Garrett Simmons
CAF No.: 6143-29087R
PTIN: P01752639
Telephone No.: (215) 555-7600
Fax No.: (215) 555-7601
Address: 1735 Market Street, Suite 3100, Philadelphia, PA 19103
Designation (check one): a — Attorney
Jurisdiction (state) or enrollment card number: Licensed in New York
Check if new address, telephone number, or fax number:
Check if to be sent copies of notices and communications:
Representative 4.  Name: Leila Nazari
CAF No.: 8456-11738R
PTIN: P01624881
Telephone No.: (215) 555-7600
Fax No.: (215) 555-7601
Address: 1735 Market Street, Suite 3100, Philadelphia, PA 19103
Designation (check one): a — Attorney
Jurisdiction (state) or enrollment card number: Licensed in New York and New Jersey
Check if new address, telephone number, or fax number:
Check if to be sent copies of notices and communications:
Section 3. Tax Matters
The taxpayer hereby appoints the above-named representative(s) to represent the taxpayer before the Internal Revenue Service for the following tax matters:
The authority granted herein covers all phases of the above-referenced examination, including without limitation: the receipt of and response to Information Document Requests (IDRs); participation in opening conferences, progress conferences, and closing conferences; the filing of protests; representation before IRS Appeals; and any related penalty proceedings arising under Internal Revenue Code § 6662(e) (Substantial Valuation Misstatement Under Chapter 1), including the reasonable cause and good faith exception thereto under IRC § 6664(c), for all tax years identified above.
Section 4. Specific Use Not Recorded on Centralized Authorization File (CAF)
Check if the power of attorney is for a specific use not recorded on CAF:
This Power of Attorney IS to be recorded on the Centralized Authorization File (CAF).
Section 5. Acts Authorized
The representatives named in Section 2 are authorized to receive and inspect confidential tax information and to perform any and all acts that the taxpayer can perform with respect to the tax matters described in Section 3 above, including but not limited to the following:
(a) Receiving and inspecting confidential tax information, including tax returns, return information, and records pertaining to the taxpayer for the tax years and tax matters set forth in Section 3, as authorized under Internal Revenue Code § 6103;
(b) Signing consents to extend the statutory period for assessment or collection of tax, including IRS Form 872 (Consent to Extend the Time to Assess Tax) and IRS Form 872-A (Special Consent to Extend the Time to Assess Tax), for tax years 2017 through 2020, inclusive;
(c) Signing closing agreements on behalf of the taxpayer, including IRS Form 906 (Closing Agreement on Final Determination Covering Specific Matters), provided that the authority to execute closing agreements is specifically delegated to Leonard Cross as the designated representative authorized to execute such agreements on behalf of Penterra Pharmaceuticals Corp.;
(d) Receiving (but not endorsing or negotiating) refund checks issued by the United States Treasury with respect to the tax matters identified in Section 3;
(e) Receiving and responding to Information Document Requests (IDRs) issued by the Internal Revenue Service in connection with the examination identified in Section 3;
(f) Receiving copies of notices, correspondence, and other written communications from the Internal Revenue Service in connection with the above-referenced tax matters, including but not limited to examination reports, revenue agent reports (Form 4549), thirty-day letters, notices of deficiency, and all other official communications;
(g) Executing waivers, consents, or other documents necessary in the course of the examination and any subsequent Appeals proceedings, including waivers of restrictions on assessment and collection under IRC § 6213(d); and
(h) Performing any and all other acts that the taxpayer is authorized to perform with respect to the tax matters described in Section 3, subject only to the limitations expressly set forth below.
Exceptions and Limitations:
The representatives named herein are NOT authorized to sign any federal income tax returns (Forms 1120 or otherwise) on behalf of the taxpayer. The representatives named herein are NOT authorized to endorse or negotiate any refund checks issued by the United States Treasury. These limitations apply to all representatives named in Section 2 without exception.
Section 6. Retention / Revocation of Prior Power(s) of Attorney
The filing of this Power of Attorney does NOT revoke any prior powers of attorney currently on file with the Internal Revenue Service for the same tax matters and periods unless expressly indicated below.
Check if you want to revoke all prior powers of attorney on file with the Internal Revenue Service for the same tax matters and years or periods covered by this form:
Note: No prior Power of Attorney has been filed with the Internal Revenue Service on behalf of Penterra Pharmaceuticals Corp. for the tax matters and periods identified in Section 3 above. This is the first Power of Attorney filed in connection with examination LB&I-NE-TP-2022-00641. Accordingly, no prior powers of attorney require revocation or retention.
If applicable, list any specific power of attorney to be retained: None.
Section 7. Taxpayer Signature
IF NOT SIGNED AND DATED, THIS POWER OF ATTORNEY WILL BE RETURNED.
If signed by a corporate officer, partner, guardian, tax matters partner, executor, receiver, administrator, trustee, or party other than the taxpayer, I certify that I have the legal authority to execute this form on behalf of the taxpayer.
IF THIS POWER OF ATTORNEY IS NOT SIGNED AND DATED, IT WILL BE RETURNED.
PENTERRA PHARMACEUTICALS CORP.
By: ________
Name: Marcus Whitfield
Title: Vice President, Global Tax
Date: June 8, 2022
Attestation: I hereby certify that I am an officer of Penterra Pharmaceuticals Corp. duly authorized to execute this Power of Attorney on behalf of the corporation, and that I have the legal authority to bind the corporation in connection with the tax matters described in Section 3 of this form.
PART II — DECLARATION OF REPRESENTATIVE
Under penalties of perjury, by my signature below I declare that:
•  I am not currently under suspension or disbarment from practice before the Internal Revenue Service;
•  I am subject to regulations contained in Circular 230 (31 CFR, Subtitle A, Part 10), as amended, governing practice before the Internal Revenue Service;
•  I am aware of my responsibilities as a representative, including the duty to adhere to all requirements for practice before the Internal Revenue Service as set forth in Circular 230;
•  I am authorized to represent the taxpayer identified in Part I for the tax matter(s) specified therein; and
•  I am one of the following:
a — Attorney — a member in good standing of the bar of the highest court of the jurisdiction(s) shown below.
b — Certified Public Accountant — duly qualified to practice as a certified public accountant in the jurisdiction(s) shown below.
c — Enrolled Agent — enrolled as an agent by the Internal Revenue Service per the requirements of Circular 230.
d — Officer — a full-time officer of the taxpayer organization.
e — Full-Time Employee — a full-time employee of the taxpayer.
f — Family Member — a member of the taxpayer's immediate family.
g — Enrolled Actuary — enrolled as an actuary by the Joint Board for the Enrollment of Actuaries under 29 U.S.C. § 1242.
h — Unenrolled Return Preparer — an unenrolled return preparer under the requirements of Revenue Procedure 2014-42 and its successors.
k — Qualifying Student or Law Graduate — a student or law graduate under the requirements of Section 10.7(d) of Circular 230.
r — Enrolled Retirement Plan Agent — enrolled as a retirement plan agent under the requirements of Circular 230.
Declaration 1 — Leonard Cross
Under penalties of perjury, I declare that: I am not currently under suspension or disbarment from practice before the Internal Revenue Service; I am subject to regulations contained in Circular 230 (31 CFR, Subtitle A, Part 10), as amended, governing practice before the Internal Revenue Service; I am aware of my responsibilities as a representative under the regulations; and I am authorized to represent the taxpayer identified in Part I for the tax matter(s) specified therein.
Signature: ________
Leonard Cross
Date: June 8, 2022
Declaration 2 — Sylvia Hartwell
Under penalties of perjury, I declare that: I am not currently under suspension or disbarment from practice before the Internal Revenue Service; I am subject to regulations contained in Circular 230 (31 CFR, Subtitle A, Part 10), as amended, governing practice before the Internal Revenue Service; I am aware of my responsibilities as a representative under the regulations; and I am authorized to represent the taxpayer identified in Part I for the tax matter(s) specified therein.
Signature: ________
Sylvia Hartwell
Date: June 8, 2022
Declaration 3 — Garrett Simmons
Under penalties of perjury, I declare that: I am not currently under suspension or disbarment from practice before the Internal Revenue Service; I am subject to regulations contained in Circular 230 (31 CFR, Subtitle A, Part 10), as amended, governing practice before the Internal Revenue Service; I am aware of my responsibilities as a representative under the regulations; and I am authorized to represent the taxpayer identified in Part I for the tax matter(s) specified therein.
Signature: ________
Garrett Simmons
Date: June 8, 2022
Declaration 4 — Leila Nazari
Under penalties of perjury, I declare that: I am not currently under suspension or disbarment from practice before the Internal Revenue Service; I am subject to regulations contained in Circular 230 (31 CFR, Subtitle A, Part 10), as amended, governing practice before the Internal Revenue Service; I am aware of my responsibilities as a representative under the regulations; and I am authorized to represent the taxpayer identified in Part I for the tax matter(s) specified therein.
Signature: ________
Leila Nazari
Date: June 8, 2022
Privacy Act and Paperwork Reduction Act Notice. Section 6109 requires you to provide your identification number. The principal purpose for requesting the information on this form is to determine whether the representative is authorized to represent the taxpayer and to facilitate the processing of the power of attorney. The routine uses of this information include giving it to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. If you do not provide this information, the IRS may not be able to process this form. The time needed to complete this form will vary depending on individual circumstances. The estimated average time is 35 minutes.
TRANSMITTAL COVER LETTER
CALDERWOOD & HARKNESS LLP Attorneys at Law
1735 Market Street, Suite 3100 Philadelphia, PA 19103
Telephone: (215) 555-7600 Facsimile: (215) 555-7601
June 8, 2022
VIA CERTIFIED MAIL AND FACSIMILE
Internal Revenue Service Large Business & International Division
Attention: Supervisory Revenue Agent Gerald Meskill
Team Manager, Exam Team LB&I-NE-TP-2022-00641 1 Giralda Farms Madison, NJ 07940
Re: Penterra Pharmaceuticals Corp. (EIN: 22-3741856) — Power of Attorney and Declaration of Representative (IRS Form 2848) — Federal Income Tax Returns (Forms 1120), Tax Years Ended December 31, 2017, December 31, 2018, December 31, 2019, and December 31, 2020 — Examination LB&I-NE-TP-2022-00641
Dear Mr. Meskill:
We write to inform you that Calderwood & Harkness LLP has been retained as outside tax counsel to Penterra Pharmaceuticals Corp. ("PPC" or the "Taxpayer") in connection with the Internal Revenue Service Large Business & International Division examination of PPC's federal income tax returns (Forms 1120) for the tax years ended December 31, 2017, December 31, 2018, December 31, 2019, and December 31, 2020, as identified under Examination Team ID: LB&I-NE-TP-2022-00641. Our engagement as counsel to PPC in this matter was formalized as of June 2, 2022.
Enclosed herewith for filing please find the executed original and one copy of IRS Form 2848 (Power of Attorney and Declaration of Representative), Rev. January 2021, authorizing the following attorneys of Calderwood & Harkness LLP to represent Penterra Pharmaceuticals Corp. before the Internal Revenue Service in connection with the above-referenced examination:
1.  Leonard Cross — Partner, Tax Controversy and Litigation Group (Responsible Partner)
2.  Sylvia Hartwell — Partner, Tax Controversy and Litigation Group (Billing Partner)
3.  Garrett Simmons — Senior Associate, Tax Controversy and Litigation Group (Lead Associate)
4.  Leila Nazari — Associate, Tax Controversy and Litigation Group (Working Associate)
As set forth in the enclosed Form 2848, the scope of the Power of Attorney encompasses all phases of the examination, including the receipt of and response to Information Document Requests (IDRs), attendance at opening conferences and progress conferences, the filing of any protest, representation before IRS Appeals, and any related penalty proceedings arising under Internal Revenue Code § 6662(e). The Power of Attorney specifically authorizes Leonard Cross, as the designated responsible representative, to execute IRS Form 872 (Consent to Extend the Time to Assess Tax) and IRS Form 906 (Closing Agreement on Final Determination Covering Specific Matters) on behalf of PPC, subject to the limitations described therein.
We respectfully request that all correspondence, Information Document Requests, notices, and other communications regarding the examination be directed to the undersigned at the Philadelphia office address set forth above, with copies to Sylvia Hartwell at Calderwood & Harkness LLP, 600 Lexington Avenue, New York, NY 10022. We kindly ask that all written communications be transmitted to both offices to ensure timely receipt and response.
We hereby acknowledge receipt of IRS Letter 2205-A, dated May 16, 2022, which notified Penterra Pharmaceuticals Corp. of the opening of the above-referenced examination. We understand that the examination will focus on transfer pricing issues arising under Internal Revenue Code § 482, and we are prepared to cooperate fully with your examination team.
We welcome the opportunity to coordinate the scheduling of the opening conference at your earliest convenience and stand ready to discuss a mutually agreeable timeline for the submission of initial IDR responses. Please do not hesitate to contact me directly at (215) 555-7600, or by email, to arrange the opening conference and to discuss any preliminary matters.
We appreciate your attention to this matter and look forward to working with you and the examination team throughout this process.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Cross Partner Tax Controversy and Litigation Group
Enclosure: IRS Form 2848 (Power of Attorney and Declaration of Representative, Rev. January 2021) — executed original and one copy
cc: Marcus Whitfield, Vice President, Global Tax, Penterra Pharmaceuticals Corp. (via email and first-class mail)
cc: Deborah Staines, General Counsel, Penterra Pharmaceuticals Corp. (via email and first-class mail)
cc: Sylvia Hartwell, Partner, Calderwood & Harkness LLP, 600 Lexington Avenue, New York, NY 10022 (via internal delivery)
C&H Matter No. 1018-00009
Type of Tax (Form Number) | Tax Year(s) or Period(s) | Specific Tax Matter
Income — Form 1120 | 2017 (year ended Dec. 31, 2017) | IRS Examination — Transfer Pricing (IRC § 482); LB&I-NE-TP-2022-00641
Income — Form 1120 | 2018 (year ended Dec. 31, 2018) | IRS Examination — Transfer Pricing (IRC § 482); LB&I-NE-TP-2022-00641
Income — Form 1120 | 2019 (year ended Dec. 31, 2019) | IRS Examination — Transfer Pricing (IRC § 482); LB&I-NE-TP-2022-00641
Income — Form 1120 | 2020 (year ended Dec. 31, 2020) | IRS Examination — Transfer Pricing (IRC § 482); LB&I-NE-TP-2022-00641
Field | Entry
Representative Name: | Leonard Cross
Designation: | a — Attorney
Jurisdiction: | New York, New Jersey, District of Columbia
Bar/License Number(s): | NY Bar No. 4287631; NJ Bar No. 039842017; DC Bar No. 1064529
Field | Entry
Representative Name: | Sylvia Hartwell
Designation: | a — Attorney
Jurisdiction: | New York, District of Columbia
Bar/License Number(s): | NY Bar No. 5093748; DC Bar No. 1091642
Field | Entry
Representative Name: | Garrett Simmons
Designation: | a — Attorney
Jurisdiction: | New York
Bar/License Number(s): | NY Bar No. 5641287
Field | Entry
Representative Name: | Leila Nazari
Designation: | a — Attorney
Jurisdiction: | New York, New Jersey
Bar/License Number(s): | NY Bar No. 5782041; NJ Bar No. 041962020