OMB No. 1545-0099
DEPARTMENT OF THE TREASURY — INTERNAL REVENUE SERVICE
Form 872 (Rev. 3-2012)
CONSENT TO EXTEND THE TIME TO ASSESS TAX
Under the authority of Section 6501(c)(4) of the Internal Revenue Code
EXAMINATION COVER PAGE NOTATION For Internal Reference Only
Note: This Form 872 pertains exclusively to TY 2017. A separate Form 872 has been executed with respect to TY 2018. Tax years 2019 and 2020 remain within the normal statutory period of assessment under IRC § 6501(a) as of the date of execution of this consent.
DEPARTMENT OF THE TREASURY — INTERNAL REVENUE SERVICE
Form 872 (Rev. 3-2012)
CONSENT TO EXTEND THE TIME TO ASSESS TAX
OMB No. 1545-0099
Taxpayer Name(s) and Address:
Penterra Pharmaceuticals Corp. 2200 Independence Boulevard Princeton Junction, NJ 08550
Taxpayer Identification Number:
Employer Identification Number (EIN): 22-3741856
Entity Type:
Corporation, organized under the laws of the State of Delaware; publicly traded on the Nasdaq Stock Market (ticker symbol: PPCA).
Type of Tax: Income (Federal Corporate Income Tax)
Tax Return Form Number: Form 1120, U.S. Corporation Income Tax Return
Tax Year(s) / Period(s): Tax year ended December 31, 2017
CONSENT AND AGREEMENT
The taxpayer named above and the Commissioner of Internal Revenue hereby consent and agree to the following:
The amount of any federal income tax due on the above-described return(s) for the period(s) identified above may be assessed at any time on or before December 31, 2024. This consent extends the period of limitations provided by Section 6501 of the Internal Revenue Code (or any corresponding provision of prior internal revenue law) for assessment of the federal income tax described above for the tax year ended December 31, 2017.
The taxpayer's federal corporate income tax return (Form 1120) for the tax year ended December 31, 2017, was filed on or about October 15, 2018, pursuant to an extension of time to file granted under Section 6081 of the Internal Revenue Code. Under the normal three-year statute of limitations provided by Section 6501(a) of the Internal Revenue Code, the period for assessment of tax for the tax year ended December 31, 2017, would have expired on or about October 15, 2021, or such other date as may be applicable under the law based upon the actual date of filing. This consent, executed pursuant to Section 6501(c)(4) of the Internal Revenue Code, extends the period for assessment to December 31, 2024.
This consent was executed in connection with an examination of the taxpayer's federal income tax returns opened by the Internal Revenue Service on May 16, 2022, by issuance of IRS Letter 2205-A. The examination is being conducted by the Large Business & International Division, Northeast Transfer Pricing Practice, under Exam Team ID LB&I-NE-TP-2022-00641.
This consent does not extend the time for assessment of any tax other than that described above.
RESTRICTION AND LIMITATION
This consent may not be used to extend the time for assessment of any federal tax for any period other than the specific tax period identified above — namely, the tax year ended December 31, 2017. The taxpayer's rights under Section 6501 of the Internal Revenue Code with respect to any other tax year, including but not limited to the tax years ended December 31, 2018, December 31, 2019, and December 31, 2020, are not affected by this consent, except to the extent that a separate consent has been or may hereafter be executed with respect to any such other tax year.
ADDITIONAL CONDITIONS AND PROVISIONS
1. Fixed-Date Consent. This is a fixed-date consent. The expiration date of December 31, 2024 is absolute and may not be further extended without the execution of a new and separate consent signed by both parties. This Form 872 is not an open-ended consent, and it is distinct from Form 872-A (Special Consent to Extend the Time to Assess Tax), which provides for an indefinite extension terminable upon notice.
2. Effective Date. This consent is effective on the date it is signed by both parties. It shall have no force or effect until signed by both the taxpayer (or the taxpayer's authorized representative) and a duly authorized officer or employee of the Internal Revenue Service.
3. Compliance Assurance Process. Penterra Pharmaceuticals Corp. was not a participant in the IRS Compliance Assurance Process (CAP) for the tax years at issue, including the tax year ended December 31, 2017.
4. No Admission. The execution of this consent by the taxpayer does not constitute an admission by the taxpayer of any tax liability, nor does it constitute a waiver of any right of the taxpayer except as expressly set forth herein. Similarly, the execution of this consent by the Internal Revenue Service does not constitute a concession by the Internal Revenue Service of any position or issue.
5. Scope of Extension. The extension of the period of limitations effected by this consent applies solely to the assessment of federal income tax (and any related penalties, additions to tax, and interest, to the extent that the assessment of such amounts is dependent upon the period of limitations for assessment of the underlying tax) for the tax year ended December 31, 2017.
SIGNATURES
Both the taxpayer and the Internal Revenue Service must sign this form. This consent is not valid until it is signed by both parties.
Taxpayer Signature. The undersigned, being duly authorized to act on behalf of Penterra Pharmaceuticals Corp. (EIN 22-3741856), hereby consents and agrees to the extension of the period of limitations for assessment as described above.
PENTERRA PHARMACEUTICALS CORP.
By: ________
Printed Name: Marcus Whitfield
Title: Vice President, Global Tax
Date: ________
Marcus Whitfield signs in his capacity as Vice President, Global Tax, of Penterra Pharmaceuticals Corp., duly authorized to execute this consent on behalf of the corporation.
Internal Revenue Service Signature
For the Commissioner of Internal Revenue:
COMMISSIONER OF INTERNAL REVENUE
By: ________
Printed Name: Gerald Meskill
Title: Supervisory Revenue Agent, Team Manager
Large Business & International Division Northeast Transfer Pricing Practice
Date: ________
IRS Office: Large Business & International Division, Internal Revenue Service
INSTRUCTIONS AND NOTICES
Making This Consent
Both the taxpayer and the Internal Revenue Service must sign this form. The consent is not valid until it is signed by both parties. If the taxpayer is a corporation, the consent must be signed by an authorized officer of the corporation. If the taxpayer has appointed a representative under a valid power of attorney (Form 2848), the representative may act on behalf of the taxpayer in connection with the preparation and review of this consent, but the consent itself must be signed by the taxpayer or an authorized corporate officer, unless the power of attorney specifically authorizes the representative to execute consents on behalf of the taxpayer.
Effect of This Consent
By signing this consent, the taxpayer and the Internal Revenue Service agree that the period for assessing federal income tax for the tax year identified above is extended to the date shown in this consent — namely, December 31, 2024. After this consent is signed by both parties, the Internal Revenue Service may assess any additional federal income tax due for the identified tax year at any time on or before the extended date. The taxpayer retains all rights to contest any proposed assessment through applicable administrative and judicial procedures.
Note on Refund Claims
If this consent is for a specific tax year, any claim for credit or refund filed by the taxpayer for that year generally must be filed within the later of: (a) three years from the date the return was filed, or two years from the date the tax was paid, whichever period expires later; or (b) the period covered by this consent, plus six months. The taxpayer should consult Section 6511 of the Internal Revenue Code and the regulations thereunder for specific rules governing the timely filing of claims for credit or refund. The extension of the period of limitations for assessment under this consent may, by operation of Section 6511(c) of the Internal Revenue Code, also extend the period within which the taxpayer may file a claim for credit or refund.
Copy Retention. The taxpayer should retain a copy of this signed consent for its records. The Internal Revenue Service will retain the original executed consent in the examination case file.
Paperwork Reduction Act Notice
We ask for the information on this form to carry out the Internal Revenue laws of the United States. The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is 5 minutes. If you have comments concerning the accuracy of this time estimate or suggestions for making this form simpler, you can write to the Internal Revenue Service, Tax Products Coordinating Committee, SE:W:CAR:MP:T:T:SP, 1111 Constitution Ave. NW, Washington, DC 20224. Do not send this form to this address. Instead, return it to the IRS office that requested it.
COUNSEL OF RECORD / PREPARATION NOTATION
This Form 872 was prepared by outside tax counsel on behalf of Penterra Pharmaceuticals Corp. in connection with the IRS examination described herein.
Calderwood & Harkness LLP serves as outside tax counsel to Penterra Pharmaceuticals Corp. for all aspects of the defense and resolution of the IRS examination conducted under Exam Team ID LB&I-NE-TP-2022-00641. The firm's engagement encompasses tax controversy, transfer pricing, and related matters arising from the examination of the tax years ended December 31, 2017, December 31, 2018, December 31, 2019, and December 31, 2020.
DISTRIBUTION OF EXECUTED COPIES
Upon execution by both parties, copies of this Form 872 shall be distributed as follows:
1. Original — Internal Revenue Service (to be transmitted to Lead Revenue Agent Patricia Dunleavy, Large Business & International Division, Northeast Transfer Pricing Practice, Exam Team ID LB&I-NE-TP-2022-00641, for inclusion in the official examination case file).
2. Copy — Penterra Pharmaceuticals Corp. (to be transmitted to Marcus Whitfield, Vice President, Global Tax, 2200 Independence Boulevard, Princeton Junction, NJ 08550).
3. Copy — Calderwood & Harkness LLP (to be retained in Matter File No. 1018-00009, 1735 Market Street, Suite 3100, Philadelphia, PA 19103, Attention: Leonard Cross).
End of Form 872 — Consent to Extend the Time to Assess Tax Tax Year Ended December 31, 2017 Penterra Pharmaceuticals Corp. — EIN 22-3741856
| Field | Detail |
| IRS Exam Team | LB&I-NE-TP-2022-00641 |
| Division | Large Business & International (LB&I), Northeast Transfer Pricing Practice |
| Supervisory Revenue Agent / Team Manager | Gerald Meskill |
| Lead Revenue Agent | Patricia Dunleavy |
| Taxpayer | Penterra Pharmaceuticals Corp. (EIN 22-3741856) |
| Tax Years Under Examination | 2017, 2018, 2019, 2020 |
| Scope of This Form 872 | Tax Year Ended December 31, 2017 Only |
| Examination Opened | May 16, 2022 (IRS Letter 2205-A) |
| Power of Attorney (Form 2848) | Filed June 8, 2022 — Covering Leonard Cross, Sylvia Hartwell, Garrett Simmons, and Leila Nazari of Calderwood & Harkness LLP |
| Prepared By | Calderwood & Harkness LLP, Matter No. 1018-00009, on behalf of Penterra Pharmaceuticals Corp. |
| Field | Detail |
| Firm | Calderwood & Harkness LLP |
| Office | 1735 Market Street, Suite 3100, Philadelphia, PA 19103 |
| Responsible Partner | Leonard Cross |
| Matter Number | 1018-00009 |
| Form 2848 Authorization | Filed June 8, 2022 |
| Authorized Representatives | Leonard Cross, Sylvia Hartwell, Garrett Simmons, Leila Nazari |
| Taxpayer EIN | 22-3741856 |
| Tax Years Covered by Form 2848 | 2017, 2018, 2019, 2020 |