1018-00009 · Client 1018 · Engagement

kovel-letter-whitmore-executed.docx DOCUMENT M&A / Corporate

95 / 176 ← → ✕

Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP

1735 Market Street, Suite 3100 Philadelphia, PA 19103

Telephone: (215) 864-7200 Facsimile: (215) 864-7201

600 Lexington Avenue New York, NY 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

www.calderwoodharkness.com

June 20, 2022

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

Dr. Helena Vasquez, Managing Director Whitmore Valuation Group LLC 200 Ashbury Asset Advisors, Suite 700 Boston, MA 02109

Re: Engagement of Whitmore Valuation Group LLC as Economic Consultant Under Attorney-Client Privilege — IRS Transfer Pricing Examination Defense of Penterra Pharmaceuticals Corp. (TY 2017–2020)

C&H Matter Number: 1018-00009-KV

Dear Dr. Vasquez:

This letter confirms the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm") is engaging Whitmore Valuation Group LLC ("WVG" or "Whitmore") to serve as a non-testifying economic consulting expert in connection with C&H's representation of Penterra Pharmaceuticals Corp. ("PPC" or the "Client") in the IRS transfer pricing examination described more fully below. This engagement is structured as a "Kovel" arrangement under the doctrine articulated by the United States Court of Appeals for the Second Circuit in United States v. Kovel, 296 F.2d 918 (2d Cir. 1961), and the privilege protocols set forth herein are integral to the engagement and must be strictly observed.

1. Introduction and Purpose of Engagement

C&H represents Penterra Pharmaceuticals Corp. ("PPC"), a corporation organized and existing under the laws of the State of Delaware, with its principal place of business located at 2200 Independence Boulevard, Princeton Junction, New Jersey 08550. PPC is a publicly traded company whose common stock is listed on the Nasdaq Global Select Market under the ticker symbol "PPCA." PPC's Employer Identification Number is 22-3741856. PPC is a diversified biopharmaceutical company focused on the discovery, development, manufacture, and commercialization of innovative therapeutics in oncology, immunology, and rare disease.

PPC is currently the subject of an examination by the Internal Revenue Service ("IRS"), Large Business & International Division ("LB&I"), under Exam Team ID LB&I-NE-TP-2022-00641. The examination covers PPC's consolidated federal income tax returns (Forms 1120) for the taxable years ending December 31, 2017, December 31, 2018, December 31, 2019, and December 31, 2020 (collectively, the "Exam Years" or "TY 2017–2020"). The examination was formally opened by the IRS on May 16, 2022, when PPC received IRS Letter 2205-A notifying PPC that its returns for the Exam Years had been selected for examination. A copy of the Letter 2205-A and a summary of the examination background are enclosed as Attachment B to this letter.

The examination principally concerns the transfer pricing methodology employed by PPC in its intercompany arrangements with Penterra Biopharma International DAC ("PBI"), a Designated Activity Company organized and existing under the laws of Ireland, with its registered office at 4th Floor, Claremont House, Sandyford Business Park, Dublin D18 K7T4, Ireland. PBI is a wholly owned subsidiary of PPC and serves as PPC's intellectual-property-holding company and principal for the commercialization of PPC's pharmaceutical products outside the Americas region. The intercompany arrangements between PPC and PBI that are the focus of the IRS examination include, among others: (i) a qualified cost-sharing arrangement ("CSA") entered into effective July 1, 2012, under which PBI participates in the costs and risks of PPC's global research and development activities; (ii) a platform contribution transaction ("PCT") pursuant to which PBI made a lump-sum buy-in payment to PPC in the amount of $312,000,000 on July 1, 2012 for pre-existing intangible property contributed to the CSA; and (iii) a legacy intellectual property license agreement pursuant to which PBI pays PPC a royalty of 4.5% of net sales for the exploitation of pre-2012 vintage compounds not covered by the CSA.

C&H is engaging WVG to provide expert economic analysis, valuation services, benchmarking studies, and related consulting services to assist C&H in rendering legal advice to PPC in connection with the defense of PPC's transfer pricing positions under Internal Revenue Code ("IRC" or "Code") Section 482, the Treasury Regulations promulgated thereunder, and applicable provisions of the Organisation for Economic Co-operation and Development ("OECD") Transfer Pricing Guidelines. The transfer pricing issues raised by the IRS examination are of a highly technical and complex economic nature, and C&H requires the assistance of experienced transfer pricing economists in order to understand the economic evidence, formulate legal strategy, and advise PPC effectively.

This letter sets forth the terms under which WVG will render its services and, critically, establishes the framework under which WVG's work product, analyses, communications, and reports will be protected by the attorney-client privilege and the work product doctrine.

2. Kovel Privilege Framework

2.1 Statement of the Kovel Doctrine

This engagement is structured as a "Kovel" arrangement pursuant to the doctrine established by the United States Court of Appeals for the Second Circuit in United States v. Kovel, 296 F.2d 918 (2d Cir. 1961). Under the Kovel doctrine, an outside expert retained by counsel to assist in the provision of legal advice to a client may be brought within the protection of the attorney-client privilege, provided that the expert functions essentially as a "translator" or interpreter of complex technical or specialized information that is necessary for the attorney to understand and upon which the attorney relies in rendering legal advice to the client. The Kovel privilege extends to the expert's communications, work product, analyses, and reports rendered in furtherance of the attorney's engagement to provide legal advice.

WVG is retained as a non-testifying consulting expert under the direction and control of C&H, and not as a separately retained advisor to PPC. WVG's engagement is with C&H, and WVG's professional services are rendered to C&H and for C&H's benefit in connection with C&H's representation of PPC. All of WVG's analyses, communications, work papers, drafts, memoranda, reports, spreadsheets, models, presentations, databases, and other materials (collectively, "WVG Work Product") are prepared and rendered to assist C&H attorneys in understanding complex transfer pricing economic concepts — including, without limitation, the identification and application of the best method under IRC § 482, the selection and evaluation of comparable transactions and companies, the construction and application of discounted cash flow and income-method valuations, the analysis of cost-sharing economics and reasonably anticipated benefit shares, and the interpretation of functional and risk analyses — and in formulating legal strategy for PPC's examination defense. WVG's work is thus integral to and in furtherance of C&H's provision of legal advice to PPC.

2.2 Conditions for Privilege Protection

In order to preserve the attorney-client privilege and work product protection applicable to WVG's engagement, WVG agrees to comply with the following conditions at all times during the course of this engagement:

(a) Direction and Delivery. All WVG Work Product must be prepared at the direction of, and delivered to, attorneys at C&H. The C&H attorneys authorized to direct WVG's work and to receive WVG Work Product are: Leonard Cross, Partner; Sylvia Hartwell, Partner; Garrett Simmons, Associate; and Leila Nazari, Associate (collectively, the "C&H Team"). WVG shall not prepare or deliver work product to any person other than the C&H Team without C&H's prior written authorization.

(b) No Direct Communication with Client. WVG shall not communicate directly with PPC personnel — including, without limitation, Marcus Whitfield (Vice President, Global Tax), Deborah Staines (General Counsel), Rajesh Iyer (Chief Financial Officer), or any personnel of PBI, including Managing Director Aidan Naughton — regarding the substance of WVG's engagement or WVG's analyses, except as specifically directed by, and in the presence of (or with advance written consent of), an attorney on the C&H Team.

(c) No Communication with the IRS or Third Parties. WVG shall not communicate with the IRS, IRS Office of Chief Counsel, any IRS personnel (including, without limitation, Supervisory Revenue Agent Gerald Meskill, Lead Revenue Agent Patricia Dunleavy, IRS Economist Dr. Alan Washburne, or IRS Chief Counsel Attorney-Advisor Franklin Rosario), or any other third party regarding the substance of WVG's engagement, without express prior written authorization from C&H. This prohibition extends to informal or social communications in which the substance of the engagement or any related matter could be discussed.

(d) Document Marking. All WVG documents, reports, analyses, work papers, drafts, email communications, spreadsheets, models, presentations, and other materials must bear the following legend: "PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL — ATTORNEY WORK PRODUCT." This legend must be applied to every page of every document produced in connection with this engagement, whether in electronic or hard-copy format.

(e) Preservation of Privileged Status. WVG shall maintain all materials in a manner that preserves their privileged and protected status, including by storing electronic files in secure, access-restricted systems and maintaining hard-copy materials in locked, access-restricted locations. WVG shall not produce, disclose, or release any WVG Work Product or any confidential information to any person or entity without C&H's prior written authorization.

2.3 Distinction from Testifying Expert

WVG is engaged as a non-testifying consulting expert for the purpose of assisting C&H in rendering legal advice to PPC. C&H does not currently anticipate that WVG or any WVG personnel will serve as a testifying expert in any administrative, judicial, or other proceeding relating to PPC's transfer pricing positions for TY 2017–2020, including any proceedings before the IRS Office of Appeals or the United States Tax Court.

Should circumstances change and C&H determine, in its sole discretion, that it would be advantageous for WVG personnel to serve as a testifying expert — for example, in connection with a petition to the United States Tax Court or other judicial proceeding — C&H will notify WVG in writing of such determination. In that event, C&H and WVG will discuss in good faith the impact of any such designation on the privilege protections applicable to WVG's prior work product and communications, and the parties will enter into a supplemental agreement or amendment to this engagement letter addressing the terms under which WVG personnel would serve as testifying experts, including the delineation of materials subject to discovery and materials that remain privileged.

3. Scope of Services

3.1 Overview. WVG will provide economic analyses, valuation studies, benchmarking analyses, and expert reports and memoranda in the areas described below, all in support of C&H's legal defense of PPC's transfer pricing positions under IRC § 482, the Treasury Regulations promulgated thereunder (including, but not limited to, Treas. Reg. §§ 1.482-1, 1.482-4, 1.482-5, and 1.482-7), and the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations (2017 and 2022 revisions, as applicable). WVG's work will be directed and supervised by the C&H Team, and all deliverables will be provided to C&H in the manner set forth in this Section 3 and subject to the privilege protocols established in Section 2 and Section 9 of this letter.

3.2 Specific Deliverables

3.2.1 Functional Analysis. WVG shall prepare a comprehensive functional analysis documenting PBI's functions performed, assets employed, and risks assumed in connection with its role as the intellectual-property-holding company and regional principal for the commercialization of PPC products outside the Americas region (i.e., in Europe, the Middle East, Africa, and the Asia-Pacific region). The functional analysis shall address, among other things, the following:

(a) PBI's regulatory functions, including its role in obtaining and maintaining marketing authorizations and regulatory approvals in non-Americas jurisdictions, and PBI's cumulative regulatory expenditures of approximately €47.2 million during the period 2017–2020;

(b) PBI's commercial-strategy functions, including its independent pricing decisions across sixty-eight (68) country markets, its marketing and market-access activities, and its management of commercial relationships with distributors, wholesalers, and healthcare providers;

(c) PBI's supply-chain functions, including its role in procurement, distribution logistics, and inventory management for non-Americas markets;

(d) PBI's medical-affairs activities, including medical science liaison programs, post-marketing clinical studies, and pharmacovigilance activities conducted from PBI's Dublin office;

(e) PBI's organizational resources, including documentation of PBI's headcount growth from fifty-two (52) employees in 2012 (the year the CSA was entered into) to one hundred eighty-five (185) employees in 2020; PBI's corporate governance, including forty-two (42) board meetings held in Dublin during the period 2017–2020; and PBI's physical infrastructure, including approximately 18,000 square feet of leased office space at its Sandyford Business Park location;

(f) A detailed analysis of the allocation of DEMPE functions (Development, Enhancement, Maintenance, Protection, and Exploitation of intangible property) between PPC (United States) and PBI (Ireland) for PPC's key pharmaceutical products, specifically Veritaxol (oncology), Imvara (immunology), and Cerulon (rare disease); and

(g) An assessment of the risks borne by PBI, including market risk, regulatory risk, credit risk, product liability risk, and inventory obsolescence risk.

3.2.2 Comparable Uncontrolled Transaction (CUT) Analysis — Legacy IP Royalty Rate. WVG shall identify and analyze comparable uncontrolled pharmaceutical license agreements to evaluate whether the 4.5% royalty rate on net sales charged under the intercompany license agreement between PPC (as licensor) and PBI (as licensee) for legacy compounds (i.e., pre-2012 vintage compounds not covered by the cost-sharing arrangement) is consistent with the arm's-length standard. This analysis shall be performed in accordance with the comparable uncontrolled transaction ("CUT") method under Treas. Reg. § 1.482-4.

The relevant financial data for the legacy compound intercompany royalty for the Exam Years is as follows:

WVG's analysis shall include a comprehensive search for comparable uncontrolled license agreements using commercial databases (including, without limitation, Vireo Health IT, Sundial Health IT, and the Ashgrove Data Systems), the application of appropriate comparability adjustments, and an assessment of the reliability of the CUT analysis under the best-method rule of Treas. Reg. § 1.482-1(c).

3.2.3 Comparable Profits Method (CPM) / Transactional Net Margin Method (TNMM) Analysis. WVG shall conduct a comparable profits method ("CPM") analysis under Treas. Reg. § 1.482-5, and a parallel transactional net margin method ("TNMM") analysis consistent with the OECD Transfer Pricing Guidelines, to test PBI's reported operating margins against arm's-length benchmarks derived from comparable companies performing comparable functions, employing comparable assets, and assuming comparable risks. The analysis shall utilize the interquartile range of operating profit margins earned by comparable distributors and IP-holding companies, and shall cover all four Exam Years (2017, 2018, 2019, and 2020). WVG shall identify comparable companies through systematic database searches (including, but not limited to, the Fenmore Services Inc., Bureau van Dijk Orbis, and Westmark Services Inc. databases), apply appropriate screening criteria, and compile the financial data necessary to compute arm's-length ranges.

3.2.4 Platform Contribution Transaction (PCT) Valuation — Income Method / DCF Analysis. WVG shall perform an independent valuation of the platform contribution transaction ("PCT") payment made by PBI to PPC under the income method, utilizing a discounted cash flow ("DCF") approach, in accordance with Treas. Reg. § 1.482-7. The original PCT payment of $312,000,000 was made by PBI to PPC on July 1, 2012, as the buy-in consideration for pre-existing intangible property — primarily clinical-stage and approved oncology compounds — contributed by PPC to the cost-sharing arrangement effective the same date.

WVG's valuation shall include, among other things:

(a) The development of risk-adjusted revenue projections for the intangible property subject to the PCT, incorporating assumptions regarding product launch timing, peak sales, market penetration, competition, and patent and regulatory exclusivity periods;

(b) The determination of the appropriate weighted average cost of capital ("WACC") and discount rate applicable to PBI's expected cash flows from the exploitation of the contributed intangible property, taking into account the risk profile of pharmaceutical intangible property at various stages of development;

(c) Sensitivity analyses testing the impact of variations in key assumptions — including discount rates, revenue growth rates, probability of commercial success for clinical-stage compounds, and terminal value assumptions — on the resulting PCT valuation; and

(d) A comparison of WVG's independent PCT valuation to the original $312,000,000 payment to assess whether the amount paid was consistent with the arm's-length standard at the time the CSA was entered into.

3.2.5 Cost-Sharing Ratio Analysis. WVG shall evaluate PBI's cost-sharing percentages under the CSA, which are determined based on reasonably anticipated benefit shares ("RABS") in accordance with Treas. Reg. § 1.482-7. PBI's cost-share percentages and corresponding cost-share payments during the Exam Years were as follows:

WVG's analysis shall include the development of revenue projection models for the Americas and non-Americas territories for each of PPC's key products (Veritaxol, Imvara, and Cerulon), the computation of RABS ratios, and an assessment of whether PBI's cost-share percentages for each Exam Year are consistent with PBI's share of reasonably anticipated benefits from the intangible property developed under the CSA. WVG shall also evaluate the methodology used by PPC and PBI in establishing RABS ratios, including the revenue metrics, projection periods, and discount rates employed.

3.2.6 Benchmarking Studies. WVG shall compile and analyze comparable company and comparable transaction data to support the CUT, CPM/TNMM, and PCT valuation analyses described above. This work shall include:

(a) The design and execution of systematic database searches using appropriate screening criteria (e.g., industry classification, geographic scope, functional comparability, financial data availability, and independence);

(b) The compilation and analysis of financial data for selected comparable companies and transactions;

(d) The preparation of detailed documentation of the search process, screening criteria, and rationale for inclusion or rejection of potential comparables.

3.2.7 Rebuttal and Responsive Analyses. As the IRS examination progresses, WVG shall prepare rebuttal analyses and responsive memoranda addressing positions advanced by the IRS examination team, including any positions or analyses developed by the IRS Transfer Pricing Practice economist assigned to the examination. This work may include, without limitation:

(a) Review and critique of the IRS's comparable selections, including an assessment of the functional and risk comparability of comparables identified by the IRS;

(b) Analysis of the IRS's discount rate assumptions and projected revenue growth rates, and the development of alternative assumptions and analyses;

(d) Such other rebuttal and responsive analyses as C&H may direct in the course of the examination defense.

3.3 Deliverable Format

All deliverables shall be provided in the form of written reports, analytical memoranda, Excel workbooks and financial models, Northgate Services Inc. or similar presentations, and supporting work papers, as directed by C&H. All deliverables shall be provided to the C&H Team in draft form for review and comment prior to finalization. C&H retains the right to direct modifications to the scope, methodology, analytical approach, and conclusions of any deliverable, consistent with WVG's professional obligations as described in Section 11 of this letter. Final versions of deliverables shall not be issued without C&H's written approval.

4. WVG Engagement Team

4.1 Lead Economist

Dr. Helena Vasquez, Ph.D. (Economics), Managing Director, Whitmore Valuation Group LLC, shall serve as the lead economist responsible for overseeing all aspects of WVG's engagement, including the direction of all analyses, the review and approval of all deliverables, and the overall quality and integrity of WVG's work product. Dr. Vasquez shall serve as the primary point of contact between WVG and the C&H Team for all substantive matters relating to the engagement.

4.2 Supporting Economist

Dr. Rohan Chakrabarti, Ph.D., Senior Director, Whitmore Valuation Group LLC, shall support Dr. Vasquez on all analyses, with particular responsibility for the benchmarking studies described in Section 3.2.6, the comparable company and transaction database searches, and the statistical and quantitative analyses underlying WVG's deliverables.

4.3 Additional Personnel

WVG may assign additional analysts, research staff, and other professional personnel as needed to perform the services described in this letter. WVG shall notify C&H in advance of the assignment of any additional senior personnel (i.e., at the Director level or above) to the engagement. All WVG personnel working on this engagement — regardless of seniority or function — must be informed of, and must agree to abide by, the confidentiality obligations and privilege protocols set forth in this letter. WVG shall be responsible for ensuring that all of its personnel comply with the terms of this engagement letter, and WVG shall promptly notify C&H of any breach or potential breach of such obligations by any WVG personnel.

5. C&H Engagement Team and Direction

5.1 C&H Team

The C&H attorneys who will direct and supervise WVG's engagement are as follows:

(a) Leonard Cross, Partner, Tax Department, Calderwood & Harkness LLP, 1735 Market Street, Suite 3100, Philadelphia, PA 19103. Mr. Cross is the partner responsible for C&H's representation of PPC and will provide overall strategic direction for WVG's engagement.

(b) Sylvia Hartwell, Partner, Tax Department, Calderwood & Harkness LLP, 600 Lexington Avenue, New York, NY 10022. Ms. Hartwell is the billing partner for the engagement and will be responsible for billing administration and fee matters.

(c) Garrett Simmons, Associate, Tax Department, Calderwood & Harkness LLP, 1735 Market Street, Suite 3100, Philadelphia, PA 19103. Mr. Simmons will handle day-to-day coordination with WVG, including the scheduling of meetings, the transmittal of data and information, and the review of draft deliverables.

(d) Leila Nazari, Associate, Tax Department, Calderwood & Harkness LLP, 1735 Market Street, Suite 3100, Philadelphia, PA 19103. Ms. Nazari will support Mr. Simmons in the coordination of WVG's engagement and will participate in substantive discussions with WVG personnel.

5.2 Direction and Control

All work performed by WVG under this engagement is performed at the direction and under the control of the C&H Team. WVG shall take instruction from the C&H Team regarding the scope of analyses to be performed, the methodologies to be employed, the criteria for the selection of comparables, the data and information to be analyzed, and the analytical approach to be followed. C&H will provide WVG with factual data, documents, and information obtained from PPC and from the IRS examination record as C&H determines is necessary or appropriate for WVG to perform its analyses. C&H will exercise judgment in determining which data and information to share with WVG, taking into account privilege considerations and the needs of the engagement.

6. Fee Arrangement

6.1 Billing Rate

WVG shall bill C&H at a blended hourly rate of $650.00 per hour for all professional time incurred in connection with this engagement. This blended rate applies to all WVG professional personnel assigned to the engagement, regardless of seniority, including time billed by Dr. Vasquez (Managing Director), Dr. Chakrabarti (Senior Director), and any other analysts, associates, or research staff. The blended rate represents a negotiated rate that reflects the mix of senior and junior personnel expected to work on this engagement.

6.2 Expenses. Reasonable out-of-pocket expenses incurred by WVG in connection with this engagement shall be billed to C&H at cost, with no markup or administrative surcharge. Reimbursable expenses include, without limitation, travel expenses (airfare, ground transportation, lodging, and meals), data subscription and database access fees (including Vireo Health IT, Sundial Health IT, Fenmore Services Inc., Bureau van Dijk Orbis, and Westmark Services Inc.), document reproduction and printing costs, and overnight delivery charges.

Travel expenses require advance approval by C&H for any individual trip where the estimated cost exceeds $2,500. In particular, any travel by WVG personnel to Dublin, Ireland, for purposes of conducting functional analysis fieldwork (e.g., interviews with PBI personnel, inspection of PBI facilities, review of PBI records) shall require prior written approval from C&H.

6.3 Invoicing. WVG shall submit invoices to C&H on a monthly basis, within fifteen (15) days following the end of each calendar month. Each invoice shall include detailed time entries identifying the WVG professional who performed the work, the date on which the work was performed, the number of hours worked, and a narrative description of the work performed. The narrative descriptions shall be sufficiently detailed to permit C&H to evaluate the reasonableness of the time billed, but shall not contain information that, if disclosed, could compromise the privileged nature of the work.

All invoices shall be addressed and delivered to:

Calderwood & Harkness LLP

Attn: Sylvia Hartwell

600 Lexington Avenue New York, NY 10022

Reference: Matter Number 1018-00009-KV

Invoices are payable within thirty (30) days of receipt by C&H. C&H reserves the right to dispute any charges that it reasonably believes are erroneous or not in accordance with the terms of this engagement letter, and the parties shall work in good faith to resolve any such disputes promptly.

6.4 Budget. WVG shall provide C&H with an initial budget estimate for each deliverable described in Section 3.2 upon commencement of work on that deliverable. The budget estimate shall set forth the estimated hours and fees for each phase or task within the deliverable, as well as any anticipated out-of-pocket expenses. WVG shall promptly notify C&H if actual fees incurred or projected for any deliverable are expected to exceed the budgeted amount by more than fifteen percent (15%), and shall provide an explanation of the reasons for the variance and a revised estimate.

Total fees under this engagement are not subject to a cap established by this letter; however, C&H and WVG will work collaboratively and in good faith to manage costs within reasonable parameters given the scope, complexity, and evolving nature of the engagement. C&H reserves the right to modify, expand, or reduce the scope of WVG's work at any time, and any such modification may affect the total fees incurred.

7. Billing Client and Payment Responsibility

WVG's engagement is with C&H, and not directly with PPC or any of its affiliates. C&H is responsible for payment of WVG's invoices, and WVG shall look solely to C&H for payment. C&H's obligation to pay WVG for services rendered and expenses incurred is not contingent upon C&H's receipt of payment from PPC or upon the outcome of the IRS examination or any related proceeding.

C&H will include WVG's fees and expenses as a disbursement in C&H's billing to PPC, with PPC's prior agreement. PPC's acknowledgment and consent to this arrangement is set forth in the signature block at the conclusion of this letter.

8. Confidentiality

8.1 Confidential Information

WVG acknowledges that all information, data, documents, and materials provided to WVG by C&H, PPC, or any agent or representative thereof in connection with this engagement is confidential and proprietary (collectively, "Confidential Information"). Confidential Information includes, without limitation:

(a) PPC's financial data, including revenue data, cost data, operating margin data, and profitability analyses for PPC and its subsidiaries (including PBI);

(b) Intercompany agreements between PPC and PBI, including the cost-sharing arrangement, the legacy intellectual property license agreement, intercompany services agreements, and any amendments thereto;

(c) Tax return information, including information from PPC's Forms 1120 and related schedules for the Exam Years, transfer pricing documentation, and contemporaneous documentation prepared for purposes of IRC § 6662(e);

(d) R&D cost pool data, including the composition, allocation, and year-by-year totals of PPC's qualified cost-sharing transactions;

(e) Product-level revenue data, including data for Veritaxol (oncology), Imvara (immunology), and Cerulon (rare disease), broken down by geographic region, channel, and time period;

(f) PBI financial statements, including audited statutory financial statements filed in Ireland and management accounts;

(g) PBI personnel information, including headcount data, organizational charts, job descriptions, and compensation data;

(h) PBI board minutes and corporate governance records, including records of the forty-two (42) board meetings held in Dublin during 2017–2020;

(i) Regulatory filings and related documentation, including data regarding marketing authorization applications, regulatory submissions, and regulatory expenditures;

(j) All information received from or relating to the IRS examination, including IRS Information Document Requests ("IDRs"), IRS correspondence, IRS position papers, and any analyses or reports prepared by the IRS examination team or IRS Transfer Pricing Practice economist; and

(k) Any and all information, analyses, strategies, assessments, and communications developed or exchanged between C&H and PPC in connection with the examination defense.

8.2 Non-Disclosure Obligations

WVG shall not disclose any Confidential Information to any person or entity other than the C&H Team without the prior written consent of C&H. WVG shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access, use, or disclosure, including, without limitation, limiting access to Confidential Information to those WVG personnel who have a need to know such information in order to perform their work on this engagement and who have been informed of the confidentiality obligations set forth in this letter.

The obligations of confidentiality set forth in this Section 8 shall survive the termination or expiration of this engagement and shall continue in full force and effect for so long as the Confidential Information remains confidential.

8.3 IRC § 7216 and Tax Return Information

WVG acknowledges that certain information provided to WVG in connection with this engagement may constitute "tax return information" within the meaning of IRC § 7216, and WVG agrees to handle all such information in compliance with IRC § 7216, the regulations promulgated thereunder, and all other applicable laws and regulations governing the use, disclosure, and safeguarding of tax return information.

9. Privilege Protocols

9.1 Document Marking

All WVG documents, work papers, drafts, notes, spreadsheets, financial models, databases, email communications, memoranda, reports, presentations, and other materials prepared in connection with this engagement shall be prominently marked with the following legend:

"PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL — ATTORNEY WORK PRODUCT"

This legend shall appear on every page of every document, whether in electronic or hard-copy format, and shall be included in the subject line or header of all email communications between WVG and C&H relating to the substance of the engagement.

9.2 Communications. All substantive communications between WVG and C&H — whether oral, written, or electronic — shall be treated as privileged attorney-client communications and/or attorney work product. WVG shall take all reasonable steps to ensure that the privileged nature of such communications is preserved.

WVG shall not communicate with the following persons or entities regarding the substance of the engagement except in strict compliance with the protocols set forth below:

(a) PPC Personnel. WVG shall not communicate with PPC personnel, including Marcus Whitfield (Vice President, Global Tax), Deborah Staines (General Counsel), Rajesh Iyer (Chief Financial Officer), or any PBI personnel, including Managing Director Aidan Naughton, regarding the substance of the engagement except as specifically directed by the C&H Team and with an C&H attorney present on the communication (whether in person, by telephone, or by video conference) or copied on the written communication (e.g., email).

(b) PPC's Other Advisors. WVG shall not communicate with Crestfield & Associates LLP, PPC's independent auditor and original transfer pricing documentation preparer (contacts: Martin Ogilvy and Susan Lam), or with Thornbury & Keogh, Irish tax advisors to PBI (contact: Ciarán Thornbury), regarding the substance of the engagement without C&H's prior written authorization. Any such authorized communication shall be coordinated through the C&H Team.

(c) The IRS. WVG shall not communicate with the IRS or any IRS personnel under any circumstances without express written authorization from C&H. This prohibition includes, without limitation, Supervisory Revenue Agent Gerald Meskill, Lead Revenue Agent Patricia Dunleavy, IRS Economist Dr. Alan Washburne, IRS Chief Counsel Attorney-Advisor Franklin Rosario, and any other IRS personnel. WVG shall immediately notify C&H if WVG is contacted by any IRS personnel for any reason.

9.3 Document Retention

WVG shall retain all WVG Work Product, drafts, communications, and supporting documents in a secure manner for the duration of the engagement and thereafter in accordance with C&H's instructions. WVG shall not destroy, delete, or otherwise dispose of any documents, files, or materials related to this engagement without C&H's prior written consent.

Upon termination of the engagement, WVG shall, at C&H's direction, either: (a) return to C&H all Confidential Information and all copies thereof in WVG's possession; or (b) securely destroy all Confidential Information and all copies thereof in WVG's possession and provide C&H with a written certification of such destruction. WVG shall cooperate with C&H in implementing any document retention or disposition protocol that C&H may establish.

10. Conflicts of Interest

WVG represents and warrants that it has conducted a thorough conflicts check and has determined that it has no current engagement, client relationship, financial interest, or other relationship that would create a conflict of interest with respect to this engagement or that would impair WVG's ability to provide objective and independent economic analyses to C&H.

Specifically, WVG represents and warrants that it does not currently provide services to, and has not within the preceding twenty-four (24) months provided services to, the IRS, the IRS Office of Chief Counsel, or any other agency or instrumentality of the United States Department of the Treasury, or any party adverse to PPC or its affiliated entities — including PBI, Penterra Holdings Ltd. ("PHL"), and Penterra Manufacturing Ireland Ltd. ("PMI") — in any transfer pricing, valuation, or related tax matter.

WVG shall promptly notify C&H in writing if, at any time during the course of this engagement, WVG becomes aware of any actual or potential conflict of interest, and the parties shall discuss in good faith an appropriate resolution of any such conflict.

11. Independence and Objectivity

While WVG's work is directed by and performed under the control of C&H, WVG shall at all times apply its independent professional judgment in conducting economic analyses, evaluating data, selecting methodologies, and arriving at economic conclusions. WVG's analyses shall be based on sound economic principles, appropriate methodologies recognized under IRC § 482 and the Treasury Regulations promulgated thereunder — including, without limitation, Treas. Reg. §§ 1.482-1 (general principles, arm's-length standard, best method rule), 1.482-4 (methods for determining taxable income in connection with transfers of intangible property), 1.482-5 (comparable profits method), and 1.482-7 (methods to determine taxable income in connection with cost-sharing arrangements) — and the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations (2017 and 2022 revisions, as applicable).

C&H acknowledges and respects WVG's professional obligation to reach conclusions that are supported by the economic evidence and sound analytical methodology, and C&H will not instruct WVG to adopt conclusions that are not supported by the evidence or that would compromise WVG's professional integrity.

12. Term and Termination

12.1 Effective Date

This engagement is effective as of June 20, 2022.

12.2 Duration. This engagement shall continue until the earlier of: (a) the conclusion of the IRS examination of PPC for TY 2017–2020, including any administrative proceedings before the IRS Office of Appeals that may follow the examination; or (b) written termination by either party upon not less than thirty (30) days' prior written notice to the other party.

12.3 Effect of Termination

Upon termination of this engagement for any reason:

(a) WVG shall promptly deliver to C&H all completed and in-progress WVG Work Product, including all drafts, notes, work papers, spreadsheets, financial models, memoranda, reports, presentations, databases, and supporting documents;

(b) WVG shall be entitled to payment for all professional services rendered and all out-of-pocket expenses incurred through the effective date of termination, in accordance with the fee provisions set forth in Section 6 of this letter; and

(c) The confidentiality obligations set forth in Section 8, the privilege protocols set forth in Section 9, and the document retention obligations set forth in Section 9.3 shall survive the termination of this engagement and shall continue in full force and effect indefinitely.

13. Limitation of Liability

WVG's aggregate liability to C&H and PPC arising out of or in connection with this engagement — whether based on contract, tort, negligence, strict liability, or any other theory of liability — shall not exceed the total fees actually paid by C&H to WVG under this engagement, except in cases of WVG's willful misconduct or gross negligence.

In no event shall WVG be liable to C&H, PPC, or any other person or entity for any consequential, indirect, incidental, special, or punitive damages arising out of or in connection with this engagement, regardless of whether WVG has been advised of the possibility of such damages.

14. Governing Law and Dispute Resolution

This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof. The parties consent to the application of New York law to all matters arising out of or relating to this engagement, including matters relating to the existence, scope, and waiver of privilege.

Any dispute, controversy, or claim arising out of or relating to this engagement letter, or the breach, termination, or validity thereof, shall be resolved through binding arbitration administered in New York, New York, under the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with such rules. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction thereof.

15. Entire Agreement and Amendments

This letter constitutes the entire agreement between C&H and WVG with respect to the engagement described herein and supersedes all prior or contemporaneous oral or written communications, proposals, representations, or agreements with respect to the subject matter hereof. No amendment, modification, or supplement to this letter shall be effective unless set forth in a written instrument signed by authorized representatives of both C&H and WVG.

16. Acceptance and Execution

If the foregoing terms are acceptable, please sign and return a copy of this letter to my attention. Upon execution by both parties and acknowledgment by PPC, this letter shall constitute a binding agreement between C&H and WVG.

We look forward to working with you and your team on this important matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Leonard Cross

Title: Partner, Tax Department

Date: June 20, 2022

ACCEPTED AND AGREED — WHITMORE VALUATION LLC:

WHITMORE VALUATION LLC

By: ________

Name: Dr. Helena Vasquez

Title: Managing Director

Date: June 20, 2022

ACKNOWLEDGED BY CLIENT — PENTERRA PHARMACEUTICALS CORP.:

By signing below, Penterra Pharmaceuticals Corp. acknowledges and consents to the engagement of Whitmore Valuation Group LLC by Calderwood & Harkness LLP as a non-testifying consulting expert under the Kovel doctrine as described in this letter, and agrees that WVG's fees and expenses may be included as disbursements in C&H's invoices to PPC.

PENTERRA PHARMACEUTICALS CORP.

By: ________

Name: Marcus Whitfield

Title: Vice President, Global Tax

Date: June 20, 2022

Enclosures

The following attachments are enclosed with and incorporated by reference into this engagement letter:

Attachment A: C&H Form 2848 (Power of Attorney and Declaration of Representative), filed with the Internal Revenue Service on June 8, 2022, authorizing Leonard Cross, Sylvia Hartwell, Garrett Simmons, and Leila Nazari of Calderwood & Harkness LLP to represent Penterra Pharmaceuticals Corp. before the Internal Revenue Service for tax years 2017, 2018, 2019, and 2020.

Attachment B: PPC IRS Examination Background Summary, including a copy of IRS Letter 2205-A dated May 16, 2022, opening the examination of PPC's Forms 1120 for TY 2017–2020 (Exam Team ID: LB&I-NE-TP-2022-00641).

Year	Legacy Compound Non-Americas Net Sales	Royalty Rate	Royalty Payment
2017	$814,600,000	4.5%	$36,657,000
2018	$762,300,000	4.5%	$34,303,500
2019	$691,800,000	4.5%	$31,131,000
2020	$624,100,000	4.5%	$28,084,500
Year	PBI Cost-Share %	PBI Cost-Share Payment	Total R&D Cost Pool
2017	38.2%	$186,150,000	$487,300,000
2018	39.6%	$207,420,000	$523,800,000
2019	41.1%	$230,650,000	$561,200,000
2020	42.7%	$255,520,000	$598,400,000

CALDERWOOD & HARKNESS LLP
1735 Market Street, Suite 3100 Philadelphia, PA 19103
Telephone: (215) 864-7200 Facsimile: (215) 864-7201
600 Lexington Avenue New York, NY 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
www.calderwoodharkness.com
June 20, 2022
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
Dr. Helena Vasquez, Managing Director Whitmore Valuation Group LLC 200 Ashbury Asset Advisors, Suite 700 Boston, MA 02109
Re: Engagement of Whitmore Valuation Group LLC as Economic Consultant Under Attorney-Client Privilege — IRS Transfer Pricing Examination Defense of Penterra Pharmaceuticals Corp. (TY 2017–2020)
C&H Matter Number: 1018-00009-KV
Dear Dr. Vasquez:
This letter confirms the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm") is engaging Whitmore Valuation Group LLC ("WVG" or "Whitmore") to serve as a non-testifying economic consulting expert in connection with C&H's representation of Penterra Pharmaceuticals Corp. ("PPC" or the "Client") in the IRS transfer pricing examination described more fully below. This engagement is structured as a "Kovel" arrangement under the doctrine articulated by the United States Court of Appeals for the Second Circuit in United States v. Kovel, 296 F.2d 918 (2d Cir. 1961), and the privilege protocols set forth herein are integral to the engagement and must be strictly observed.
1. Introduction and Purpose of Engagement
C&H represents Penterra Pharmaceuticals Corp. ("PPC"), a corporation organized and existing under the laws of the State of Delaware, with its principal place of business located at 2200 Independence Boulevard, Princeton Junction, New Jersey 08550. PPC is a publicly traded company whose common stock is listed on the Nasdaq Global Select Market under the ticker symbol "PPCA." PPC's Employer Identification Number is 22-3741856. PPC is a diversified biopharmaceutical company focused on the discovery, development, manufacture, and commercialization of innovative therapeutics in oncology, immunology, and rare disease.
PPC is currently the subject of an examination by the Internal Revenue Service ("IRS"), Large Business & International Division ("LB&I"), under Exam Team ID LB&I-NE-TP-2022-00641. The examination covers PPC's consolidated federal income tax returns (Forms 1120) for the taxable years ending December 31, 2017, December 31, 2018, December 31, 2019, and December 31, 2020 (collectively, the "Exam Years" or "TY 2017–2020"). The examination was formally opened by the IRS on May 16, 2022, when PPC received IRS Letter 2205-A notifying PPC that its returns for the Exam Years had been selected for examination. A copy of the Letter 2205-A and a summary of the examination background are enclosed as Attachment B to this letter.
The examination principally concerns the transfer pricing methodology employed by PPC in its intercompany arrangements with Penterra Biopharma International DAC ("PBI"), a Designated Activity Company organized and existing under the laws of Ireland, with its registered office at 4th Floor, Claremont House, Sandyford Business Park, Dublin D18 K7T4, Ireland. PBI is a wholly owned subsidiary of PPC and serves as PPC's intellectual-property-holding company and principal for the commercialization of PPC's pharmaceutical products outside the Americas region. The intercompany arrangements between PPC and PBI that are the focus of the IRS examination include, among others: (i) a qualified cost-sharing arrangement ("CSA") entered into effective July 1, 2012, under which PBI participates in the costs and risks of PPC's global research and development activities; (ii) a platform contribution transaction ("PCT") pursuant to which PBI made a lump-sum buy-in payment to PPC in the amount of $312,000,000 on July 1, 2012 for pre-existing intangible property contributed to the CSA; and (iii) a legacy intellectual property license agreement pursuant to which PBI pays PPC a royalty of 4.5% of net sales for the exploitation of pre-2012 vintage compounds not covered by the CSA.
C&H is engaging WVG to provide expert economic analysis, valuation services, benchmarking studies, and related consulting services to assist C&H in rendering legal advice to PPC in connection with the defense of PPC's transfer pricing positions under Internal Revenue Code ("IRC" or "Code") Section 482, the Treasury Regulations promulgated thereunder, and applicable provisions of the Organisation for Economic Co-operation and Development ("OECD") Transfer Pricing Guidelines. The transfer pricing issues raised by the IRS examination are of a highly technical and complex economic nature, and C&H requires the assistance of experienced transfer pricing economists in order to understand the economic evidence, formulate legal strategy, and advise PPC effectively.
This letter sets forth the terms under which WVG will render its services and, critically, establishes the framework under which WVG's work product, analyses, communications, and reports will be protected by the attorney-client privilege and the work product doctrine.
2. Kovel Privilege Framework
2.1 Statement of the Kovel Doctrine
This engagement is structured as a "Kovel" arrangement pursuant to the doctrine established by the United States Court of Appeals for the Second Circuit in United States v. Kovel, 296 F.2d 918 (2d Cir. 1961). Under the Kovel doctrine, an outside expert retained by counsel to assist in the provision of legal advice to a client may be brought within the protection of the attorney-client privilege, provided that the expert functions essentially as a "translator" or interpreter of complex technical or specialized information that is necessary for the attorney to understand and upon which the attorney relies in rendering legal advice to the client. The Kovel privilege extends to the expert's communications, work product, analyses, and reports rendered in furtherance of the attorney's engagement to provide legal advice.
WVG is retained as a non-testifying consulting expert under the direction and control of C&H, and not as a separately retained advisor to PPC. WVG's engagement is with C&H, and WVG's professional services are rendered to C&H and for C&H's benefit in connection with C&H's representation of PPC. All of WVG's analyses, communications, work papers, drafts, memoranda, reports, spreadsheets, models, presentations, databases, and other materials (collectively, "WVG Work Product") are prepared and rendered to assist C&H attorneys in understanding complex transfer pricing economic concepts — including, without limitation, the identification and application of the best method under IRC § 482, the selection and evaluation of comparable transactions and companies, the construction and application of discounted cash flow and income-method valuations, the analysis of cost-sharing economics and reasonably anticipated benefit shares, and the interpretation of functional and risk analyses — and in formulating legal strategy for PPC's examination defense. WVG's work is thus integral to and in furtherance of C&H's provision of legal advice to PPC.
2.2 Conditions for Privilege Protection
In order to preserve the attorney-client privilege and work product protection applicable to WVG's engagement, WVG agrees to comply with the following conditions at all times during the course of this engagement:
(a) Direction and Delivery. All WVG Work Product must be prepared at the direction of, and delivered to, attorneys at C&H. The C&H attorneys authorized to direct WVG's work and to receive WVG Work Product are: Leonard Cross, Partner; Sylvia Hartwell, Partner; Garrett Simmons, Associate; and Leila Nazari, Associate (collectively, the "C&H Team"). WVG shall not prepare or deliver work product to any person other than the C&H Team without C&H's prior written authorization.
(b) No Direct Communication with Client. WVG shall not communicate directly with PPC personnel — including, without limitation, Marcus Whitfield (Vice President, Global Tax), Deborah Staines (General Counsel), Rajesh Iyer (Chief Financial Officer), or any personnel of PBI, including Managing Director Aidan Naughton — regarding the substance of WVG's engagement or WVG's analyses, except as specifically directed by, and in the presence of (or with advance written consent of), an attorney on the C&H Team.
(c) No Communication with the IRS or Third Parties. WVG shall not communicate with the IRS, IRS Office of Chief Counsel, any IRS personnel (including, without limitation, Supervisory Revenue Agent Gerald Meskill, Lead Revenue Agent Patricia Dunleavy, IRS Economist Dr. Alan Washburne, or IRS Chief Counsel Attorney-Advisor Franklin Rosario), or any other third party regarding the substance of WVG's engagement, without express prior written authorization from C&H. This prohibition extends to informal or social communications in which the substance of the engagement or any related matter could be discussed.
(d) Document Marking. All WVG documents, reports, analyses, work papers, drafts, email communications, spreadsheets, models, presentations, and other materials must bear the following legend: "PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL — ATTORNEY WORK PRODUCT." This legend must be applied to every page of every document produced in connection with this engagement, whether in electronic or hard-copy format.
(e) Preservation of Privileged Status. WVG shall maintain all materials in a manner that preserves their privileged and protected status, including by storing electronic files in secure, access-restricted systems and maintaining hard-copy materials in locked, access-restricted locations. WVG shall not produce, disclose, or release any WVG Work Product or any confidential information to any person or entity without C&H's prior written authorization.
2.3 Distinction from Testifying Expert
WVG is engaged as a non-testifying consulting expert for the purpose of assisting C&H in rendering legal advice to PPC. C&H does not currently anticipate that WVG or any WVG personnel will serve as a testifying expert in any administrative, judicial, or other proceeding relating to PPC's transfer pricing positions for TY 2017–2020, including any proceedings before the IRS Office of Appeals or the United States Tax Court.
Should circumstances change and C&H determine, in its sole discretion, that it would be advantageous for WVG personnel to serve as a testifying expert — for example, in connection with a petition to the United States Tax Court or other judicial proceeding — C&H will notify WVG in writing of such determination. In that event, C&H and WVG will discuss in good faith the impact of any such designation on the privilege protections applicable to WVG's prior work product and communications, and the parties will enter into a supplemental agreement or amendment to this engagement letter addressing the terms under which WVG personnel would serve as testifying experts, including the delineation of materials subject to discovery and materials that remain privileged.
3. Scope of Services
3.1 Overview.  WVG will provide economic analyses, valuation studies, benchmarking analyses, and expert reports and memoranda in the areas described below, all in support of C&H's legal defense of PPC's transfer pricing positions under IRC § 482, the Treasury Regulations promulgated thereunder (including, but not limited to, Treas. Reg. §§ 1.482-1, 1.482-4, 1.482-5, and 1.482-7), and the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations (2017 and 2022 revisions, as applicable). WVG's work will be directed and supervised by the C&H Team, and all deliverables will be provided to C&H in the manner set forth in this Section 3 and subject to the privilege protocols established in Section 2 and Section 9 of this letter.
3.2 Specific Deliverables
3.2.1 Functional Analysis.  WVG shall prepare a comprehensive functional analysis documenting PBI's functions performed, assets employed, and risks assumed in connection with its role as the intellectual-property-holding company and regional principal for the commercialization of PPC products outside the Americas region (i.e., in Europe, the Middle East, Africa, and the Asia-Pacific region). The functional analysis shall address, among other things, the following:
(a) PBI's regulatory functions, including its role in obtaining and maintaining marketing authorizations and regulatory approvals in non-Americas jurisdictions, and PBI's cumulative regulatory expenditures of approximately €47.2 million during the period 2017–2020;
(b) PBI's commercial-strategy functions, including its independent pricing decisions across sixty-eight (68) country markets, its marketing and market-access activities, and its management of commercial relationships with distributors, wholesalers, and healthcare providers;
(c) PBI's supply-chain functions, including its role in procurement, distribution logistics, and inventory management for non-Americas markets;
(d) PBI's medical-affairs activities, including medical science liaison programs, post-marketing clinical studies, and pharmacovigilance activities conducted from PBI's Dublin office;
(e) PBI's organizational resources, including documentation of PBI's headcount growth from fifty-two (52) employees in 2012 (the year the CSA was entered into) to one hundred eighty-five (185) employees in 2020; PBI's corporate governance, including forty-two (42) board meetings held in Dublin during the period 2017–2020; and PBI's physical infrastructure, including approximately 18,000 square feet of leased office space at its Sandyford Business Park location;
(f) A detailed analysis of the allocation of DEMPE functions (Development, Enhancement, Maintenance, Protection, and Exploitation of intangible property) between PPC (United States) and PBI (Ireland) for PPC's key pharmaceutical products, specifically Veritaxol (oncology), Imvara (immunology), and Cerulon (rare disease); and
(g) An assessment of the risks borne by PBI, including market risk, regulatory risk, credit risk, product liability risk, and inventory obsolescence risk.
3.2.2 Comparable Uncontrolled Transaction (CUT) Analysis — Legacy IP Royalty Rate.  WVG shall identify and analyze comparable uncontrolled pharmaceutical license agreements to evaluate whether the 4.5% royalty rate on net sales charged under the intercompany license agreement between PPC (as licensor) and PBI (as licensee) for legacy compounds (i.e., pre-2012 vintage compounds not covered by the cost-sharing arrangement) is consistent with the arm's-length standard. This analysis shall be performed in accordance with the comparable uncontrolled transaction ("CUT") method under Treas. Reg. § 1.482-4.
The relevant financial data for the legacy compound intercompany royalty for the Exam Years is as follows:
WVG's analysis shall include a comprehensive search for comparable uncontrolled license agreements using commercial databases (including, without limitation, Vireo Health IT, Sundial Health IT, and the Ashgrove Data Systems), the application of appropriate comparability adjustments, and an assessment of the reliability of the CUT analysis under the best-method rule of Treas. Reg. § 1.482-1(c).
3.2.3 Comparable Profits Method (CPM) / Transactional Net Margin Method (TNMM) Analysis.  WVG shall conduct a comparable profits method ("CPM") analysis under Treas. Reg. § 1.482-5, and a parallel transactional net margin method ("TNMM") analysis consistent with the OECD Transfer Pricing Guidelines, to test PBI's reported operating margins against arm's-length benchmarks derived from comparable companies performing comparable functions, employing comparable assets, and assuming comparable risks. The analysis shall utilize the interquartile range of operating profit margins earned by comparable distributors and IP-holding companies, and shall cover all four Exam Years (2017, 2018, 2019, and 2020). WVG shall identify comparable companies through systematic database searches (including, but not limited to, the Fenmore Services Inc., Bureau van Dijk Orbis, and Westmark Services Inc. databases), apply appropriate screening criteria, and compile the financial data necessary to compute arm's-length ranges.
3.2.4 Platform Contribution Transaction (PCT) Valuation — Income Method / DCF Analysis.  WVG shall perform an independent valuation of the platform contribution transaction ("PCT") payment made by PBI to PPC under the income method, utilizing a discounted cash flow ("DCF") approach, in accordance with Treas. Reg. § 1.482-7. The original PCT payment of $312,000,000 was made by PBI to PPC on July 1, 2012, as the buy-in consideration for pre-existing intangible property — primarily clinical-stage and approved oncology compounds — contributed by PPC to the cost-sharing arrangement effective the same date.
WVG's valuation shall include, among other things:
(a) The development of risk-adjusted revenue projections for the intangible property subject to the PCT, incorporating assumptions regarding product launch timing, peak sales, market penetration, competition, and patent and regulatory exclusivity periods;
(b) The determination of the appropriate weighted average cost of capital ("WACC") and discount rate applicable to PBI's expected cash flows from the exploitation of the contributed intangible property, taking into account the risk profile of pharmaceutical intangible property at various stages of development;
(c) Sensitivity analyses testing the impact of variations in key assumptions — including discount rates, revenue growth rates, probability of commercial success for clinical-stage compounds, and terminal value assumptions — on the resulting PCT valuation; and
(d) A comparison of WVG's independent PCT valuation to the original $312,000,000 payment to assess whether the amount paid was consistent with the arm's-length standard at the time the CSA was entered into.
3.2.5 Cost-Sharing Ratio Analysis.  WVG shall evaluate PBI's cost-sharing percentages under the CSA, which are determined based on reasonably anticipated benefit shares ("RABS") in accordance with Treas. Reg. § 1.482-7. PBI's cost-share percentages and corresponding cost-share payments during the Exam Years were as follows:
WVG's analysis shall include the development of revenue projection models for the Americas and non-Americas territories for each of PPC's key products (Veritaxol, Imvara, and Cerulon), the computation of RABS ratios, and an assessment of whether PBI's cost-share percentages for each Exam Year are consistent with PBI's share of reasonably anticipated benefits from the intangible property developed under the CSA. WVG shall also evaluate the methodology used by PPC and PBI in establishing RABS ratios, including the revenue metrics, projection periods, and discount rates employed.
3.2.6 Benchmarking Studies.  WVG shall compile and analyze comparable company and comparable transaction data to support the CUT, CPM/TNMM, and PCT valuation analyses described above. This work shall include:
(a) The design and execution of systematic database searches using appropriate screening criteria (e.g., industry classification, geographic scope, functional comparability, financial data availability, and independence);
(b) The compilation and analysis of financial data for selected comparable companies and transactions;
(c) The application of quantitative and qualitative comparability adjustments where necessary; and
(d) The preparation of detailed documentation of the search process, screening criteria, and rationale for inclusion or rejection of potential comparables.
3.2.7 Rebuttal and Responsive Analyses.  As the IRS examination progresses, WVG shall prepare rebuttal analyses and responsive memoranda addressing positions advanced by the IRS examination team, including any positions or analyses developed by the IRS Transfer Pricing Practice economist assigned to the examination. This work may include, without limitation:
(a) Review and critique of the IRS's comparable selections, including an assessment of the functional and risk comparability of comparables identified by the IRS;
(b) Analysis of the IRS's discount rate assumptions and projected revenue growth rates, and the development of alternative assumptions and analyses;
(c) Preparation of responsive economic analyses addressing any IRS proposed adjustments under IRC § 482; and
(d) Such other rebuttal and responsive analyses as C&H may direct in the course of the examination defense.
3.3 Deliverable Format
All deliverables shall be provided in the form of written reports, analytical memoranda, Excel workbooks and financial models, Northgate Services Inc. or similar presentations, and supporting work papers, as directed by C&H. All deliverables shall be provided to the C&H Team in draft form for review and comment prior to finalization. C&H retains the right to direct modifications to the scope, methodology, analytical approach, and conclusions of any deliverable, consistent with WVG's professional obligations as described in Section 11 of this letter. Final versions of deliverables shall not be issued without C&H's written approval.
4. WVG Engagement Team
4.1 Lead Economist
Dr. Helena Vasquez, Ph.D. (Economics), Managing Director, Whitmore Valuation Group LLC, shall serve as the lead economist responsible for overseeing all aspects of WVG's engagement, including the direction of all analyses, the review and approval of all deliverables, and the overall quality and integrity of WVG's work product. Dr. Vasquez shall serve as the primary point of contact between WVG and the C&H Team for all substantive matters relating to the engagement.
4.2 Supporting Economist
Dr. Rohan Chakrabarti, Ph.D., Senior Director, Whitmore Valuation Group LLC, shall support Dr. Vasquez on all analyses, with particular responsibility for the benchmarking studies described in Section 3.2.6, the comparable company and transaction database searches, and the statistical and quantitative analyses underlying WVG's deliverables.
4.3 Additional Personnel
WVG may assign additional analysts, research staff, and other professional personnel as needed to perform the services described in this letter. WVG shall notify C&H in advance of the assignment of any additional senior personnel (i.e., at the Director level or above) to the engagement. All WVG personnel working on this engagement — regardless of seniority or function — must be informed of, and must agree to abide by, the confidentiality obligations and privilege protocols set forth in this letter. WVG shall be responsible for ensuring that all of its personnel comply with the terms of this engagement letter, and WVG shall promptly notify C&H of any breach or potential breach of such obligations by any WVG personnel.
5. C&H Engagement Team and Direction
5.1 C&H Team
The C&H attorneys who will direct and supervise WVG's engagement are as follows:
(a) Leonard Cross, Partner, Tax Department, Calderwood & Harkness LLP, 1735 Market Street, Suite 3100, Philadelphia, PA 19103. Mr. Cross is the partner responsible for C&H's representation of PPC and will provide overall strategic direction for WVG's engagement.
(b) Sylvia Hartwell, Partner, Tax Department, Calderwood & Harkness LLP, 600 Lexington Avenue, New York, NY 10022. Ms. Hartwell is the billing partner for the engagement and will be responsible for billing administration and fee matters.
(c) Garrett Simmons, Associate, Tax Department, Calderwood & Harkness LLP, 1735 Market Street, Suite 3100, Philadelphia, PA 19103. Mr. Simmons will handle day-to-day coordination with WVG, including the scheduling of meetings, the transmittal of data and information, and the review of draft deliverables.
(d) Leila Nazari, Associate, Tax Department, Calderwood & Harkness LLP, 1735 Market Street, Suite 3100, Philadelphia, PA 19103. Ms. Nazari will support Mr. Simmons in the coordination of WVG's engagement and will participate in substantive discussions with WVG personnel.
5.2 Direction and Control
All work performed by WVG under this engagement is performed at the direction and under the control of the C&H Team. WVG shall take instruction from the C&H Team regarding the scope of analyses to be performed, the methodologies to be employed, the criteria for the selection of comparables, the data and information to be analyzed, and the analytical approach to be followed. C&H will provide WVG with factual data, documents, and information obtained from PPC and from the IRS examination record as C&H determines is necessary or appropriate for WVG to perform its analyses. C&H will exercise judgment in determining which data and information to share with WVG, taking into account privilege considerations and the needs of the engagement.
6. Fee Arrangement
6.1 Billing Rate
WVG shall bill C&H at a blended hourly rate of $650.00 per hour for all professional time incurred in connection with this engagement. This blended rate applies to all WVG professional personnel assigned to the engagement, regardless of seniority, including time billed by Dr. Vasquez (Managing Director), Dr. Chakrabarti (Senior Director), and any other analysts, associates, or research staff. The blended rate represents a negotiated rate that reflects the mix of senior and junior personnel expected to work on this engagement.
6.2 Expenses.  Reasonable out-of-pocket expenses incurred by WVG in connection with this engagement shall be billed to C&H at cost, with no markup or administrative surcharge. Reimbursable expenses include, without limitation, travel expenses (airfare, ground transportation, lodging, and meals), data subscription and database access fees (including Vireo Health IT, Sundial Health IT, Fenmore Services Inc., Bureau van Dijk Orbis, and Westmark Services Inc.), document reproduction and printing costs, and overnight delivery charges.
Travel expenses require advance approval by C&H for any individual trip where the estimated cost exceeds $2,500. In particular, any travel by WVG personnel to Dublin, Ireland, for purposes of conducting functional analysis fieldwork (e.g., interviews with PBI personnel, inspection of PBI facilities, review of PBI records) shall require prior written approval from C&H.
6.3 Invoicing.  WVG shall submit invoices to C&H on a monthly basis, within fifteen (15) days following the end of each calendar month. Each invoice shall include detailed time entries identifying the WVG professional who performed the work, the date on which the work was performed, the number of hours worked, and a narrative description of the work performed. The narrative descriptions shall be sufficiently detailed to permit C&H to evaluate the reasonableness of the time billed, but shall not contain information that, if disclosed, could compromise the privileged nature of the work.
All invoices shall be addressed and delivered to:
Calderwood & Harkness LLP
Attn: Sylvia Hartwell
600 Lexington Avenue New York, NY 10022
Reference: Matter Number 1018-00009-KV
Invoices are payable within thirty (30) days of receipt by C&H. C&H reserves the right to dispute any charges that it reasonably believes are erroneous or not in accordance with the terms of this engagement letter, and the parties shall work in good faith to resolve any such disputes promptly.
6.4 Budget.  WVG shall provide C&H with an initial budget estimate for each deliverable described in Section 3.2 upon commencement of work on that deliverable. The budget estimate shall set forth the estimated hours and fees for each phase or task within the deliverable, as well as any anticipated out-of-pocket expenses. WVG shall promptly notify C&H if actual fees incurred or projected for any deliverable are expected to exceed the budgeted amount by more than fifteen percent (15%), and shall provide an explanation of the reasons for the variance and a revised estimate.
Total fees under this engagement are not subject to a cap established by this letter; however, C&H and WVG will work collaboratively and in good faith to manage costs within reasonable parameters given the scope, complexity, and evolving nature of the engagement. C&H reserves the right to modify, expand, or reduce the scope of WVG's work at any time, and any such modification may affect the total fees incurred.
7. Billing Client and Payment Responsibility
WVG's engagement is with C&H, and not directly with PPC or any of its affiliates. C&H is responsible for payment of WVG's invoices, and WVG shall look solely to C&H for payment. C&H's obligation to pay WVG for services rendered and expenses incurred is not contingent upon C&H's receipt of payment from PPC or upon the outcome of the IRS examination or any related proceeding.
C&H will include WVG's fees and expenses as a disbursement in C&H's billing to PPC, with PPC's prior agreement. PPC's acknowledgment and consent to this arrangement is set forth in the signature block at the conclusion of this letter.
8. Confidentiality
8.1 Confidential Information
WVG acknowledges that all information, data, documents, and materials provided to WVG by C&H, PPC, or any agent or representative thereof in connection with this engagement is confidential and proprietary (collectively, "Confidential Information"). Confidential Information includes, without limitation:
(a) PPC's financial data, including revenue data, cost data, operating margin data, and profitability analyses for PPC and its subsidiaries (including PBI);
(b) Intercompany agreements between PPC and PBI, including the cost-sharing arrangement, the legacy intellectual property license agreement, intercompany services agreements, and any amendments thereto;
(c) Tax return information, including information from PPC's Forms 1120 and related schedules for the Exam Years, transfer pricing documentation, and contemporaneous documentation prepared for purposes of IRC § 6662(e);
(d) R&D cost pool data, including the composition, allocation, and year-by-year totals of PPC's qualified cost-sharing transactions;
(e) Product-level revenue data, including data for Veritaxol (oncology), Imvara (immunology), and Cerulon (rare disease), broken down by geographic region, channel, and time period;
(f) PBI financial statements, including audited statutory financial statements filed in Ireland and management accounts;
(g) PBI personnel information, including headcount data, organizational charts, job descriptions, and compensation data;
(h) PBI board minutes and corporate governance records, including records of the forty-two (42) board meetings held in Dublin during 2017–2020;
(i) Regulatory filings and related documentation, including data regarding marketing authorization applications, regulatory submissions, and regulatory expenditures;
(j) All information received from or relating to the IRS examination, including IRS Information Document Requests ("IDRs"), IRS correspondence, IRS position papers, and any analyses or reports prepared by the IRS examination team or IRS Transfer Pricing Practice economist; and
(k) Any and all information, analyses, strategies, assessments, and communications developed or exchanged between C&H and PPC in connection with the examination defense.
8.2 Non-Disclosure Obligations
WVG shall not disclose any Confidential Information to any person or entity other than the C&H Team without the prior written consent of C&H. WVG shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access, use, or disclosure, including, without limitation, limiting access to Confidential Information to those WVG personnel who have a need to know such information in order to perform their work on this engagement and who have been informed of the confidentiality obligations set forth in this letter.
The obligations of confidentiality set forth in this Section 8 shall survive the termination or expiration of this engagement and shall continue in full force and effect for so long as the Confidential Information remains confidential.
8.3 IRC § 7216 and Tax Return Information
WVG acknowledges that certain information provided to WVG in connection with this engagement may constitute "tax return information" within the meaning of IRC § 7216, and WVG agrees to handle all such information in compliance with IRC § 7216, the regulations promulgated thereunder, and all other applicable laws and regulations governing the use, disclosure, and safeguarding of tax return information.
9. Privilege Protocols
9.1 Document Marking
All WVG documents, work papers, drafts, notes, spreadsheets, financial models, databases, email communications, memoranda, reports, presentations, and other materials prepared in connection with this engagement shall be prominently marked with the following legend:
"PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL — ATTORNEY WORK PRODUCT"
This legend shall appear on every page of every document, whether in electronic or hard-copy format, and shall be included in the subject line or header of all email communications between WVG and C&H relating to the substance of the engagement.
9.2 Communications.  All substantive communications between WVG and C&H — whether oral, written, or electronic — shall be treated as privileged attorney-client communications and/or attorney work product. WVG shall take all reasonable steps to ensure that the privileged nature of such communications is preserved.
WVG shall not communicate with the following persons or entities regarding the substance of the engagement except in strict compliance with the protocols set forth below:
(a) PPC Personnel. WVG shall not communicate with PPC personnel, including Marcus Whitfield (Vice President, Global Tax), Deborah Staines (General Counsel), Rajesh Iyer (Chief Financial Officer), or any PBI personnel, including Managing Director Aidan Naughton, regarding the substance of the engagement except as specifically directed by the C&H Team and with an C&H attorney present on the communication (whether in person, by telephone, or by video conference) or copied on the written communication (e.g., email).
(b) PPC's Other Advisors. WVG shall not communicate with Crestfield & Associates LLP, PPC's independent auditor and original transfer pricing documentation preparer (contacts: Martin Ogilvy and Susan Lam), or with Thornbury & Keogh, Irish tax advisors to PBI (contact: Ciarán Thornbury), regarding the substance of the engagement without C&H's prior written authorization. Any such authorized communication shall be coordinated through the C&H Team.
(c) The IRS. WVG shall not communicate with the IRS or any IRS personnel under any circumstances without express written authorization from C&H. This prohibition includes, without limitation, Supervisory Revenue Agent Gerald Meskill, Lead Revenue Agent Patricia Dunleavy, IRS Economist Dr. Alan Washburne, IRS Chief Counsel Attorney-Advisor Franklin Rosario, and any other IRS personnel. WVG shall immediately notify C&H if WVG is contacted by any IRS personnel for any reason.
9.3 Document Retention
WVG shall retain all WVG Work Product, drafts, communications, and supporting documents in a secure manner for the duration of the engagement and thereafter in accordance with C&H's instructions. WVG shall not destroy, delete, or otherwise dispose of any documents, files, or materials related to this engagement without C&H's prior written consent.
Upon termination of the engagement, WVG shall, at C&H's direction, either: (a) return to C&H all Confidential Information and all copies thereof in WVG's possession; or (b) securely destroy all Confidential Information and all copies thereof in WVG's possession and provide C&H with a written certification of such destruction. WVG shall cooperate with C&H in implementing any document retention or disposition protocol that C&H may establish.
10. Conflicts of Interest
WVG represents and warrants that it has conducted a thorough conflicts check and has determined that it has no current engagement, client relationship, financial interest, or other relationship that would create a conflict of interest with respect to this engagement or that would impair WVG's ability to provide objective and independent economic analyses to C&H.
Specifically, WVG represents and warrants that it does not currently provide services to, and has not within the preceding twenty-four (24) months provided services to, the IRS, the IRS Office of Chief Counsel, or any other agency or instrumentality of the United States Department of the Treasury, or any party adverse to PPC or its affiliated entities — including PBI, Penterra Holdings Ltd. ("PHL"), and Penterra Manufacturing Ireland Ltd. ("PMI") — in any transfer pricing, valuation, or related tax matter.
WVG shall promptly notify C&H in writing if, at any time during the course of this engagement, WVG becomes aware of any actual or potential conflict of interest, and the parties shall discuss in good faith an appropriate resolution of any such conflict.
11. Independence and Objectivity
While WVG's work is directed by and performed under the control of C&H, WVG shall at all times apply its independent professional judgment in conducting economic analyses, evaluating data, selecting methodologies, and arriving at economic conclusions. WVG's analyses shall be based on sound economic principles, appropriate methodologies recognized under IRC § 482 and the Treasury Regulations promulgated thereunder — including, without limitation, Treas. Reg. §§ 1.482-1 (general principles, arm's-length standard, best method rule), 1.482-4 (methods for determining taxable income in connection with transfers of intangible property), 1.482-5 (comparable profits method), and 1.482-7 (methods to determine taxable income in connection with cost-sharing arrangements) — and the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations (2017 and 2022 revisions, as applicable).
C&H acknowledges and respects WVG's professional obligation to reach conclusions that are supported by the economic evidence and sound analytical methodology, and C&H will not instruct WVG to adopt conclusions that are not supported by the evidence or that would compromise WVG's professional integrity.
12. Term and Termination
12.1 Effective Date
This engagement is effective as of June 20, 2022.
12.2 Duration.  This engagement shall continue until the earlier of: (a) the conclusion of the IRS examination of PPC for TY 2017–2020, including any administrative proceedings before the IRS Office of Appeals that may follow the examination; or (b) written termination by either party upon not less than thirty (30) days' prior written notice to the other party.
12.3 Effect of Termination
Upon termination of this engagement for any reason:
(a) WVG shall promptly deliver to C&H all completed and in-progress WVG Work Product, including all drafts, notes, work papers, spreadsheets, financial models, memoranda, reports, presentations, databases, and supporting documents;
(b) WVG shall be entitled to payment for all professional services rendered and all out-of-pocket expenses incurred through the effective date of termination, in accordance with the fee provisions set forth in Section 6 of this letter; and
(c) The confidentiality obligations set forth in Section 8, the privilege protocols set forth in Section 9, and the document retention obligations set forth in Section 9.3 shall survive the termination of this engagement and shall continue in full force and effect indefinitely.
13. Limitation of Liability
WVG's aggregate liability to C&H and PPC arising out of or in connection with this engagement — whether based on contract, tort, negligence, strict liability, or any other theory of liability — shall not exceed the total fees actually paid by C&H to WVG under this engagement, except in cases of WVG's willful misconduct or gross negligence.
In no event shall WVG be liable to C&H, PPC, or any other person or entity for any consequential, indirect, incidental, special, or punitive damages arising out of or in connection with this engagement, regardless of whether WVG has been advised of the possibility of such damages.
14. Governing Law and Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof. The parties consent to the application of New York law to all matters arising out of or relating to this engagement, including matters relating to the existence, scope, and waiver of privilege.
Any dispute, controversy, or claim arising out of or relating to this engagement letter, or the breach, termination, or validity thereof, shall be resolved through binding arbitration administered in New York, New York, under the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with such rules. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction thereof.
15. Entire Agreement and Amendments
This letter constitutes the entire agreement between C&H and WVG with respect to the engagement described herein and supersedes all prior or contemporaneous oral or written communications, proposals, representations, or agreements with respect to the subject matter hereof. No amendment, modification, or supplement to this letter shall be effective unless set forth in a written instrument signed by authorized representatives of both C&H and WVG.
16. Acceptance and Execution
If the foregoing terms are acceptable, please sign and return a copy of this letter to my attention. Upon execution by both parties and acknowledgment by PPC, this letter shall constitute a binding agreement between C&H and WVG.
We look forward to working with you and your team on this important matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Leonard Cross
Title: Partner, Tax Department
Date: June 20, 2022
ACCEPTED AND AGREED — WHITMORE VALUATION LLC:
WHITMORE VALUATION LLC
By: ________
Name: Dr. Helena Vasquez
Title: Managing Director
Date: June 20, 2022
ACKNOWLEDGED BY CLIENT — PENTERRA PHARMACEUTICALS CORP.:
By signing below, Penterra Pharmaceuticals Corp. acknowledges and consents to the engagement of Whitmore Valuation Group LLC by Calderwood & Harkness LLP as a non-testifying consulting expert under the Kovel doctrine as described in this letter, and agrees that WVG's fees and expenses may be included as disbursements in C&H's invoices to PPC.
PENTERRA PHARMACEUTICALS CORP.
By: ________
Name: Marcus Whitfield
Title: Vice President, Global Tax
Date: June 20, 2022
Enclosures
The following attachments are enclosed with and incorporated by reference into this engagement letter:
Attachment A: C&H Form 2848 (Power of Attorney and Declaration of Representative), filed with the Internal Revenue Service on June 8, 2022, authorizing Leonard Cross, Sylvia Hartwell, Garrett Simmons, and Leila Nazari of Calderwood & Harkness LLP to represent Penterra Pharmaceuticals Corp. before the Internal Revenue Service for tax years 2017, 2018, 2019, and 2020.
Attachment B: PPC IRS Examination Background Summary, including a copy of IRS Letter 2205-A dated May 16, 2022, opening the examination of PPC's Forms 1120 for TY 2017–2020 (Exam Team ID: LB&I-NE-TP-2022-00641).
Year | Legacy Compound Non-Americas Net Sales | Royalty Rate | Royalty Payment
2017 | $814,600,000 | 4.5% | $36,657,000
2018 | $762,300,000 | 4.5% | $34,303,500
2019 | $691,800,000 | 4.5% | $31,131,000
2020 | $624,100,000 | 4.5% | $28,084,500
Year | PBI Cost-Share % | PBI Cost-Share Payment | Total R&D Cost Pool
2017 | 38.2% | $186,150,000 | $487,300,000
2018 | 39.6% | $207,420,000 | $523,800,000
2019 | 41.1% | $230,650,000 | $561,200,000
2020 | 42.7% | $255,520,000 | $598,400,000

CALDERWOOD & HARKNESS LLP

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

WHITMORE VALUATION LLC

PENTERRA PHARMACEUTICALS CORP.

Record

Parties

Dates

Amounts