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CONFIDENTIAL — SUBJECT TO ATTORNEY-CLIENT PRIVILEGE AND TAX PRACTITIONER PRIVILEGE

CALDERWOOD & HARKNESS LLP Attorneys at Law

1735 Market Street, Suite 3100 Philadelphia, PA 19103 Telephone: (215) 864-7000 Facsimile: (215) 864-7001

600 Lexington Avenue New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-4001

www.calderwoodharkness.com

September 12, 2022

VIA HAND DELIVERY AND SECURE ELECTRONIC TRANSMISSION

Revenue Agent Patricia Dunleavy Internal Revenue Service Large Business & International Division 600 Arch Street, Room 6456 Philadelphia, PA 19106

Re: Examination of Penterra Pharmaceuticals Corp. EIN: 22-3741856 Exam Team ID: LB&I-NE-TP-2022-00641 Tax Years Under Examination: 2017, 2018, 2019, 2020 IDR No.: 9 Subject: Response to Information Document Request No. 9 — Board Minutes and Governance Documents of Penterra Biopharma International DAC

Dear Revenue Agent Dunleavy:

This firm serves as counsel to Penterra Pharmaceuticals Corp. ("PPC") in connection with the above-referenced examination. We write on behalf of PPC to provide this response to Information Document Request No. 9 ("IDR No. 9"), dated August 15, 2022, which requested the production of board of directors meeting minutes and governance documents for Penterra Biopharma International DAC ("PBI") for the tax years ended December 31, 2017, December 31, 2018, December 31, 2019, and December 31, 2020. This response is submitted pursuant to and in accordance with the authority granted under IRS 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, each of Calderwood & Harkness LLP, to represent PPC before the Service in this matter. This submission is made under Calderwood & Harkness LLP Matter Number 1018-00009.

PPC provides the documents described herein on a voluntary and cooperative basis and in the spirit of facilitating a thorough and efficient examination. Nothing in this response or in the accompanying document production shall be construed as a waiver, in whole or in part, of any privilege, right, objection, defense, or position available to PPC, PBI, or any related entity under applicable law, including but not limited to the attorney-client privilege, the work-product doctrine, the tax practitioner privilege under Section 7525 of the Internal Revenue Code, and any other applicable privilege or protection. PPC expressly reserves all such rights and privileges, whether or not specifically identified herein.

1. Scope of Production

In response to IDR No. 9, PPC is producing the following categories of documents relating to PBI:

1. PBI Board of Directors Meeting Minutes. Complete minutes for all meetings of the PBI board of directors held during calendar years 2017 through 2020, encompassing a total of forty-two (42) board meetings conducted during the four-year examination period.

2. PBI Memorandum and Articles of Association. PBI's Memorandum and Articles of Association, as originally adopted upon incorporation and as subsequently amended through the end of the examination period (December 31, 2020).

3. PBI Governance Documents. Additional governance documents maintained by PBI, including the PBI board charter, committee terms of reference, written board resolutions adopted outside of regularly scheduled meetings during 2017 through 2020, and the register of directors and officers for the examination period.

By way of background relevant to the production, PBI is a Designated Activity Company ("DAC") organized and existing under the laws of Ireland, with its registered office located at 4th Floor, Claremont House, Sandyford Business Park, Dublin D18 K7T4, Ireland. PBI is a wholly owned subsidiary of Penterra Holdings Luxembourg S.à r.l. ("PHL"), a Luxembourg private limited liability company (société à responsabilité limitée) registered at 14, rue Aldringen, L-1118 Luxembourg, with Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés) Number B 168452. PHL is, in turn, wholly owned, directly and indirectly, by PPC. For U.S. federal income tax purposes, PHL is treated as a disregarded entity within the meaning of Treasury Regulations Section 301.7701-3, and accordingly PPC is treated as the direct owner of PBI for U.S. tax purposes.

PBI functions as the intellectual property holding company and regional commercial principal for PPC's pharmaceutical operations outside the Americas. PBI holds exclusive rights to develop, manufacture, and commercialize PPC's pharmaceutical products throughout the non-Americas territory — comprising the Europe, Middle East, and Africa ("EMEA") and Asia-Pacific ("APAC") regions — pursuant to a cost-sharing arrangement with PPC effective as of July 1, 2012, and related intercompany licensing and services agreements.

2. Description of PBI Board Minutes Produced

2.1 Overview of Board Meeting Activity (2017–2020)

During the four-year examination period encompassing calendar years 2017 through 2020, PBI convened a total of forty-two (42) meetings of its board of directors. These meetings consisted of regularly scheduled quarterly board meetings — typically held in February or March, May or June, August or September, and November or December of each calendar year — as well as special sessions convened as needed to address significant commercial, regulatory, strategic, and operational decisions requiring formal board action or deliberation.

All forty-two (42) board meetings during the 2017–2020 period were held in Dublin, Ireland. The meetings were conducted either at PBI's principal offices located at 4th Floor, Claremont House, Sandyford Business Park, Dublin D18 K7T4, Ireland, or at the offices of PBI's Irish tax advisors, Thornbury & Keogh, Chartered Tax Advisers, 22 Fitzwilliam Square, Dublin 2, D02 YH68, Ireland. The consistent conduct of all board meetings in Ireland reflects PBI's governance structure, in which central management and control of PBI's business operations is exercised by its board of directors from Dublin.

Each meeting of the PBI board was chaired by Aidan Naughton, PBI's Managing Director, who has served in that capacity since PBI's establishment in 2012. Mr. Naughton is resident in Ireland and maintains his principal office at PBI's Sandyford Business Park location. Other board members, senior officers, and advisors attended as reflected in the individual minutes for each meeting. A quorum was present at each of the forty-two meetings, as required by PBI's Articles of Association.

The minutes produced herein are Bates-stamped copies of the original minutes as maintained by PBI's company secretary in Dublin. The originals are held at PBI's registered office in Ireland in compliance with the Irish Companies Act 2014 and applicable Irish corporate governance requirements. The Bates stamps have been applied to copies of the original documents, and the production of Bates-stamped copies does not alter or affect the originals in any way.

2.2 Year-by-Year Meeting Schedule

The forty-two (42) board meetings conducted during the examination period were distributed across the four calendar years as follows:

2017: PBI held a total of nine (9) board meetings during calendar year 2017. These included four (4) regularly scheduled quarterly board meetings, held in March, June, September, and December 2017, as well as five (5) special sessions convened to address, among other matters, the commercial launch strategy for Veritaxol in key EMEA markets, the approval of amendments to the cost-sharing arrangement methodology, and regulatory submission decisions for the APAC region.

2018: PBI held a total of eleven (11) board meetings during calendar year 2018. These included four (4) regularly scheduled quarterly board meetings, held in February, May, September, and November 2018, as well as seven (7) special sessions. The elevated number of special sessions in 2018 reflected significant commercial activity, including board deliberation on market entry strategies for Imvara across multiple European Union member states and approval of an expanded contract manufacturing commitment with Penterra Manufacturing Ireland Ltd. ("PMI").

2019: PBI held a total of twelve (12) board meetings during calendar year 2019. These included four (4) regularly scheduled quarterly board meetings, held in March, June, September, and December 2019, as well as eight (8) special sessions. Calendar year 2019 represented the highest frequency of board meetings during the examination period, driven by the Cerulon product launch in non-Americas territories, ongoing pricing negotiations in multiple APAC markets, and a comprehensive review of PBI's headcount and organizational development strategy.

2020: PBI held a total of ten (10) board meetings during calendar year 2020. These included four (4) regularly scheduled quarterly board meetings, held in February, June, September, and November 2020, as well as six (6) special sessions. Despite the global disruptions caused by the COVID-19 pandemic beginning in March 2020, all ten board meetings were conducted with participants physically present in Dublin, with appropriate public health measures in place. Certain non-director attendees (such as PPC-based functional advisors invited to present on specific agenda items) participated remotely by videoconference; however, the board members who constituted the quorum for each meeting were present in Dublin. The board minutes for 2020 meetings reflect the pandemic-related adaptations, including board deliberation on supply chain resilience, revised demand forecasting, and regulatory engagement with the European Medicines Agency and national health authorities.

2.3 Summary of Key Subjects Addressed in Board Minutes

The board minutes produced in response to IDR No. 9 document PBI's substantive decision-making and corporate governance across a broad range of operational, commercial, financial, regulatory, and strategic matters. Without purporting to provide an exhaustive summary, the principal subject areas reflected in the board minutes include the following:

Commercial Strategy and Pricing Decisions. The PBI board exercised independent authority over commercial strategy and pricing for PBI's pharmaceutical products across sixty-eight (68) country markets within the non-Americas territory, spanning the EMEA and APAC regions. Board discussions and resolutions addressed market-specific pricing strategies, tender and reimbursement negotiations with national health authorities and government payers, market entry and exit decisions, distribution partner selection and evaluation, and multi-year commercial plans for each of PBI's principal products. The board minutes reflect detailed presentations by PBI's Dublin-based commercial strategy team, with the board approving or modifying proposed pricing structures and market access approaches as deemed appropriate for local conditions.

Regulatory Matters. The PBI board maintained active oversight of regulatory submissions, approvals, and post-marketing commitments for PBI's key products — Veritaxol (oncology), Imvara (immunology), and Cerulon (rare disease) — across non-Americas markets. Board minutes reflect regular reporting on the status of Marketing Authorization Applications ("MAAs") filed with the European Medicines Agency ("EMA") and national regulatory agencies, as well as regulatory submissions in APAC jurisdictions including Japan (Pharmaceuticals and Medical Devices Agency), Australia (Therapeutic Goods Administration), South Korea, and other key markets. Cumulative regulatory expenditures incurred by PBI during the 2017–2020 period totaled approximately €47.2 million, reflecting PBI's direct engagement in and funding of regulatory activities as documented in the board minutes.

Product Commercialization. The board minutes document PBI's discussion and approval of launch strategies, lifecycle management plans, and post-launch performance reviews for PBI's three principal commercial products in the non-Americas territory:

• Veritaxol (oncology): Non-Americas net sales grew substantially during the examination period, reaching approximately $1.34 billion in calendar year 2020. Board deliberations addressed sequencing of country launches, Phase IV post-marketing study requirements, and competitive positioning relative to other oncology therapies.

• Imvara (immunology): Non-Americas net sales reached approximately $790 million in calendar year 2020. Board minutes reflect discussion of reimbursement negotiations with major European payers, biosimilar competitive dynamics, and patient-access programs.

• Cerulon (rare disease): Non-Americas net sales reached approximately $280 million in calendar year 2020, following a phased launch commencing in late 2018. Board deliberations addressed orphan drug designation strategies, early access and compassionate use programs, and pricing in markets with reference pricing frameworks.

Supply Chain Management. The PBI board exercised oversight over the contract manufacturing arrangement between PBI and Penterra Manufacturing Ireland Ltd. ("PMI"), a related entity that operates a pharmaceutical manufacturing facility at Ringaskiddy, County Cork, Ireland (PMI Irish Companies Registration Office Number 512347). PMI employs approximately 620 persons at its Ringaskiddy facility and manufactures active pharmaceutical ingredients and finished dosage forms for PBI's non-Americas product portfolio under a contract manufacturing agreement. The board minutes reflect PBI's review and approval of supply agreements, production schedules, quality oversight, and the cost-plus 8% markup arrangement governing intercompany pricing for manufactured products supplied by PMI to PBI.

Financial Performance Reviews. The PBI board conducted quarterly reviews of PBI's standalone financial performance, including revenue, cost of goods sold, operating expenses, pre-tax income, and cash flow. For the fiscal year ended December 31, 2020, the board minutes reflect PBI revenue of approximately €2.14 billion and pre-tax income of approximately €1.06 billion. The board minutes for each quarter during the examination period document the board's review and discussion of PBI's financial results, including variance analyses relative to budget and prior-year performance.

Personnel and Organizational Growth. The board minutes reflect PBI's significant organizational development during the examination period. At the time of PBI's establishment in 2012, the company employed approximately 52 persons in Dublin. By the end of calendar year 2020, PBI's headcount had grown to approximately 185 employees, reflecting the board's approval of incremental hiring across regulatory affairs, medical affairs, commercial strategy, supply chain management, pharmacovigilance, quality assurance, finance, legal, and information technology functions. Board minutes document the board's review and approval of annual staffing plans, key senior hires, and organizational restructurings.

Capital Expenditure Approvals. The PBI board approved capital expenditures, equipment acquisitions, and IT infrastructure investments made by PBI during the examination period, consistent with PBI's authority to commit capital resources for its non-Americas operations. The board minutes reflect the approval of investments in laboratory equipment, data analytics platforms, enterprise resource planning systems, and office build-outs at PBI's Sandyford Business Park premises.

Banking and Treasury. The PBI board maintained oversight of PBI's independent banking relationship with Glenmore Bank Ireland plc, including the establishment and maintenance of operating accounts, the management of cash balances, intercompany receivables and payables, foreign exchange hedging activities, and investment of excess cash. The board minutes reflect PBI's independent treasury operations conducted from Dublin under the direction of PBI's Chief Financial Officer and treasury staff.

Cost-Sharing Arrangement Administration. The PBI board periodically reviewed PBI's obligations under the cost-sharing arrangement ("CSA") entered into with PPC, effective July 1, 2012, pursuant to which PBI and PPC share the costs of developing intangible property used in the pharmaceutical business. The board minutes document the board's review of PBI's cost-sharing percentages — calculated on the basis of PBI's reasonably anticipated benefits relative to total anticipated benefits — which ranged from 38.2% in 2017 to 42.7% in 2020. Total qualified research and development costs subject to the CSA ranged from $487.3 million in 2017 to $598.4 million in 2020, with PBI's share being funded from PBI's own resources.

Irish Tax Matters. The PBI board reviewed and approved PBI's Irish corporate tax filings, including the computation and claim of relief under Ireland's Knowledge Development box ("KDB") regime at the reduced effective rate of 6.25% applicable to qualifying intellectual property income, which PBI has claimed from its fiscal year ending December 31, 2016 forward. PBI's Irish Tax Reference Number is 3218764T. The board minutes reflect the board's consideration of Irish tax compliance matters in consultation with PBI's Irish tax advisors, Thornbury & Keogh.

Risk Management. The PBI board deliberated on market risk, currency risk, regulatory risk, and commercial risk borne by PBI in connection with its operations across the non-Americas territories. Board minutes document PBI's assumption and management of risks associated with product commercialization, pricing and reimbursement uncertainty, foreign exchange fluctuations, competitive dynamics, and changes in the regulatory environment in PBI's markets.

2.4 Bates Range for Board Minutes

The board minutes for all forty-two (42) meetings of the PBI board of directors during the period 2017 through 2020 are produced at Bates range PPC-IDR09-000001 through PPC-IDR09-001247. The minutes are produced in their original form as maintained by PBI's company secretary in Dublin, Ireland, and include signature pages, appendices, and attachments to the extent such materials were maintained as part of the official minute book.

3. Description of Articles of Association and Governance Documents Produced

3.1 Memorandum and Articles of Association

PPC is producing PBI's Memorandum and Articles of Association as originally adopted upon PBI's incorporation on March 15, 2012, together with all subsequent amendments adopted through the end of the examination period (December 31, 2020). PBI was incorporated as a Designated Activity Company under Part 16 of the Irish Companies Act 2014 (having previously been registered under the Companies Acts 1963–2012 and converted to DAC status upon the commencement of the 2014 Act). The Memorandum and Articles of Association set forth PBI's objects, authorized share capital, powers of the directors, procedures for meetings of directors and members, and other fundamental governance provisions.

Three amendments to the Articles of Association were adopted during the examination period: an amendment dated April 12, 2017, relating to the expansion of PBI's authorized share capital; an amendment dated September 3, 2018, reflecting updates to board quorum and voting provisions; and an amendment dated June 22, 2020, incorporating updated provisions relating to the conduct of board meetings by electronic means. Each amendment is included in the production.

The Memorandum and Articles of Association (including all amendments) are produced at Bates range PPC-IDR09-001248 through PPC-IDR09-001312.

3.2 Board Charters and Committee Terms of Reference

PPC is producing PBI's board charter (also referred to as the "Terms of Reference of the Board of Directors"), which sets forth the roles, responsibilities, authority, and procedures of the PBI board. The board charter was adopted in 2012 and was most recently revised in March 2019.

In addition, PPC is producing the terms of reference for PBI's Audit and Risk Committee, which was established as a sub-committee of the PBI board in 2016 to provide oversight of financial reporting, internal controls, risk management, and audit matters. The Audit and Risk Committee terms of reference are included in this production.

PBI did not maintain a separate compensation committee or nomination committee at the board level during the examination period; matters relating to executive compensation and board appointments were addressed by the full PBI board, as reflected in the board minutes produced in Section 2 above.

PPC is also producing written board resolutions adopted by the PBI board outside of regularly scheduled meetings during the 2017–2020 period. A total of fourteen (14) written resolutions were adopted during this period, addressing matters such as the approval of annual financial statements, banking resolutions, execution of material commercial agreements, and other corporate actions requiring formal board approval.

The board charter, committee terms of reference, and written board resolutions are produced at Bates range PPC-IDR09-001313 through PPC-IDR09-001398.

3.3 Register of Directors and Officers

PPC is producing PBI's register of directors and officers, reflecting all individuals who served as directors or officers of PBI during the period 2017 through 2020, together with their dates of appointment and (where applicable) cessation. The register reflects, among other individuals, Aidan Naughton's service as Managing Director throughout the entire examination period. The register also identifies the company secretary, alternate directors (if any), and senior officers of PBI during the relevant period.

The register of directors and officers is produced at Bates range PPC-IDR09-001399 through PPC-IDR09-001418.

3.4 Aggregate Bates Range for Governance Documents

All governance documents described in Sections 3.1 through 3.3 above are produced at aggregate Bates range PPC-IDR09-001248 through PPC-IDR09-001418.

4. Document Production Index

The following index identifies each category of documents produced in response to IDR No. 9, together with the applicable dates and Bates number ranges:

Total pages produced: 1,418

5. Privilege Reservation and Limitations

Certain documents or portions of documents otherwise responsive to IDR No. 9 have been withheld from production on the basis of the attorney-client privilege, the work-product doctrine, the tax practitioner privilege under Section 7525 of the Internal Revenue Code, or other applicable privileges and protections. To the extent that any such documents or portions thereof have been withheld, they are identified on a separate privilege log that will be produced contemporaneously with this response or, to the extent additional review is required, will be produced within a reasonable time following the date of this letter. PPC anticipates delivering the privilege log no later than September 26, 2022.

The production of documents in response to IDR No. 9 does not constitute, and shall not be deemed to constitute, a waiver — whether express, implied, or otherwise — of the attorney-client privilege, the work-product doctrine, the tax practitioner privilege, or any other privilege, right, protection, objection, or defense available to PPC, PBI, PHL, or any related entity under applicable U.S. federal, state, or foreign law. PPC expressly reserves all such privileges, rights, protections, objections, and defenses with respect to this production and all other aspects of the examination.

PPC further reserves the right to supplement, amend, or correct this production as additional responsive documents are identified, located, or reviewed. To the extent that PBI or its advisors identify additional documents responsive to IDR No. 9 that were not included in this initial production, PPC will produce such documents on a supplemental basis promptly upon identification.

Nothing in this response or the accompanying document production shall be construed as an admission or concession regarding any factual, legal, or evidentiary matter at issue in the examination, nor shall PPC's cooperation be construed as a waiver of any right to contest proposed adjustments, assert defenses, or seek administrative or judicial review.

6. Relevance of Produced Documents to PBI's Economic Substance

Without waiving any position, objection, defense, or privilege, PPC respectfully notes that the board minutes and governance documents produced in response to IDR No. 9 reflect PBI's substantive management and control over its non-Americas business operations during the 2017–2020 examination period.

The produced documents evidence, among other things, PBI's independent decision-making authority over pricing and commercial strategy across sixty-eight (68) country markets, market entry and market exit determinations, regulatory strategy and submissions in non-Americas jurisdictions, supply chain management and contract manufacturing oversight, capital expenditure deployment, treasury and banking operations, and personnel and organizational development. These activities are consistent with PBI's role as the intellectual property holding company and commercial principal for the non-Americas territory, and they demonstrate that PBI exercised meaningful management, direction, and control over the functions, assets, and risks associated with its business.

The board minutes and governance documents further corroborate PBI's performance of Development, Enhancement, Maintenance, Protection, and Exploitation ("DEMPE") functions with respect to the intangible property that PBI holds and exploits in its non-Americas territory. PBI's contributions to the development and enhancement of intangible property — through its cost-sharing payments, its direct regulatory expenditures of approximately €47.2 million during the examination period, its in-market commercialization activities, and the efforts of its 185-person Dublin-based workforce — are reflected in the deliberations and resolutions documented in the board minutes.

PBI's physical presence, including approximately 18,000 square feet of office space at Sandyford Business Park in Dublin, its workforce of approximately 185 employees as of the end of 2020 (spanning regulatory, medical affairs, commercial strategy, supply chain, quality, finance, legal, and IT functions), and the pattern of quarterly-plus-special board meetings — all held in Dublin — further evidence that PBI maintained substantive operations in Ireland throughout the examination period. The governance documents, including the board charter, committee terms of reference, and register of directors and officers, provide additional support for PBI's robust corporate governance infrastructure and the exercise of central management and control from Ireland.

PPC provides these observations solely for context and does not intend them as a substitute for legal argument, which PPC reserves the right to make at the appropriate time and in the appropriate forum.

7. Continuing Cooperation

PPC remains committed to cooperating fully with the examination and will continue to respond to IDRs issued by the examination team in a timely and comprehensive manner. PPC understands that additional IDRs may be issued as the examination progresses, and PPC will endeavor to respond to each IDR within the timeframes agreed upon with the examination team or as otherwise reasonably practicable given the scope and complexity of the requests.

PPC invites Revenue Agent Dunleavy, Supervisory Revenue Agent Gerald Meskill, or other members of the examination team to contact Calderwood & Harkness LLP with any questions regarding the documents produced in response to IDR No. 9 or to discuss any aspect of this response. PPC is prepared to arrange for interviews or provide further explanations as may be helpful to the examination team's review of the produced materials.

We trust that this response and the accompanying document production are responsive to IDR No. 9. Should you have any questions, require additional information, or wish to discuss any aspect of this response, please do not hesitate to contact the undersigned. Garrett Simmons is serving as the lead associate coordinating IDR responses in this matter and can be reached at the contact information below. Leonard Cross, the responsible partner for this engagement, is also available for substantive discussions at your convenience.

We appreciate your courtesy and professionalism throughout this examination process and look forward to continuing to work cooperatively with you and the examination team.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Garrett Simmons Lead Associate, Tax Department Licensed in New York Direct Tel: (215) 864-7184

Email: gsimmons@calderwoodharkness.com

1735 Market Street, Suite 3100 Philadelphia, PA 19103

Reviewed and approved by:

________________________________________

Leonard Cross Partner, Tax Department Licensed in New York, New Jersey, and the District of Columbia Direct Tel: (215) 864-7042

Email: lcross@calderwoodharkness.com

1735 Market Street, Suite 3100 Philadelphia, PA 19103

cc: (via email)

Marcus Whitfield, Vice President, Global Tax Penterra Pharmaceuticals Corp. 2200 Independence Boulevard Princeton Junction, NJ 08550

Deborah Staines, General Counsel Penterra Pharmaceuticals Corp. 2200 Independence Boulevard Princeton Junction, NJ 08550

Supervisory Revenue Agent Gerald Meskill Internal Revenue Service, Large Business & International Division Team Manager, Exam Team ID LB&I-NE-TP-2022-00641

Sylvia Hartwell, Partner Calderwood & Harkness LLP (internal)

Enclosures: Documents produced in response to IDR No. 9 (Bates-stamped: PPC-IDR09-000001 through PPC-IDR09-001418), as described in the Document Production Index set forth in Section 4 above (1,418 pages total).

Tab	Document Description	Date(s)	Bates Number Range
1	Board Minutes — 2017 Meetings (9 meetings: March 8, March 22, April 19, June 14, July 26, August 3, September 20, November 15, December 13, 2017)	March 8, 2017 – December 13, 2017	PPC-IDR09-000001 – PPC-IDR09-000287
2	Board Minutes — 2018 Meetings (11 meetings: February 14, March 21, April 4, April 30, May 23, June 18, July 11, September 12, October 9, November 7, December 5, 2018)	February 14, 2018 – December 5, 2018	PPC-IDR09-000288 – PPC-IDR09-000618
3	Board Minutes — 2019 Meetings (12 meetings: January 30, March 13, March 27, April 24, May 15, June 19, July 10, August 7, September 18, October 23, November 13, December 11, 2019)	January 30, 2019 – December 11, 2019	PPC-IDR09-000619 – PPC-IDR09-000974
4	Board Minutes — 2020 Meetings (10 meetings: February 12, March 18, April 29, May 20, June 17, July 22, September 16, October 7, November 11, December 9, 2020)	February 12, 2020 – December 9, 2020	PPC-IDR09-000975 – PPC-IDR09-001247
5	Memorandum and Articles of Association (as amended April 12, 2017; September 3, 2018; June 22, 2020)	March 15, 2012 – June 22, 2020	PPC-IDR09-001248 – PPC-IDR09-001312
6	Board Charter and Committee Terms of Reference (Board Charter, rev. March 2019; Audit and Risk Committee Terms of Reference)	2012 – March 2019	PPC-IDR09-001313 – PPC-IDR09-001365
7	Written Board Resolutions (14 resolutions, 2017–2020)	2017 – 2020	PPC-IDR09-001366 – PPC-IDR09-001398
8	Register of Directors and Officers (2017–2020)	2017 – 2020	PPC-IDR09-001399 – PPC-IDR09-001418

CONFIDENTIAL — SUBJECT TO ATTORNEY-CLIENT PRIVILEGE AND TAX PRACTITIONER PRIVILEGE
CALDERWOOD & HARKNESS LLP Attorneys at Law
1735 Market Street, Suite 3100 Philadelphia, PA 19103 Telephone: (215) 864-7000 Facsimile: (215) 864-7001
600 Lexington Avenue New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-4001
www.calderwoodharkness.com
September 12, 2022
VIA HAND DELIVERY AND SECURE ELECTRONIC TRANSMISSION
Revenue Agent Patricia Dunleavy Internal Revenue Service Large Business & International Division 600 Arch Street, Room 6456 Philadelphia, PA 19106
Re: Examination of Penterra Pharmaceuticals Corp. EIN: 22-3741856 Exam Team ID: LB&I-NE-TP-2022-00641 Tax Years Under Examination: 2017, 2018, 2019, 2020 IDR No.: 9 Subject: Response to Information Document Request No. 9 — Board Minutes and Governance Documents of Penterra Biopharma International DAC
Dear Revenue Agent Dunleavy:
This firm serves as counsel to Penterra Pharmaceuticals Corp. ("PPC") in connection with the above-referenced examination. We write on behalf of PPC to provide this response to Information Document Request No. 9 ("IDR No. 9"), dated August 15, 2022, which requested the production of board of directors meeting minutes and governance documents for Penterra Biopharma International DAC ("PBI") for the tax years ended December 31, 2017, December 31, 2018, December 31, 2019, and December 31, 2020. This response is submitted pursuant to and in accordance with the authority granted under IRS 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, each of Calderwood & Harkness LLP, to represent PPC before the Service in this matter. This submission is made under Calderwood & Harkness LLP Matter Number 1018-00009.
PPC provides the documents described herein on a voluntary and cooperative basis and in the spirit of facilitating a thorough and efficient examination. Nothing in this response or in the accompanying document production shall be construed as a waiver, in whole or in part, of any privilege, right, objection, defense, or position available to PPC, PBI, or any related entity under applicable law, including but not limited to the attorney-client privilege, the work-product doctrine, the tax practitioner privilege under Section 7525 of the Internal Revenue Code, and any other applicable privilege or protection. PPC expressly reserves all such rights and privileges, whether or not specifically identified herein.
1. Scope of Production
In response to IDR No. 9, PPC is producing the following categories of documents relating to PBI:
1. PBI Board of Directors Meeting Minutes. Complete minutes for all meetings of the PBI board of directors held during calendar years 2017 through 2020, encompassing a total of forty-two (42) board meetings conducted during the four-year examination period.
2. PBI Memorandum and Articles of Association. PBI's Memorandum and Articles of Association, as originally adopted upon incorporation and as subsequently amended through the end of the examination period (December 31, 2020).
3. PBI Governance Documents. Additional governance documents maintained by PBI, including the PBI board charter, committee terms of reference, written board resolutions adopted outside of regularly scheduled meetings during 2017 through 2020, and the register of directors and officers for the examination period.
By way of background relevant to the production, PBI is a Designated Activity Company ("DAC") organized and existing under the laws of Ireland, with its registered office located at 4th Floor, Claremont House, Sandyford Business Park, Dublin D18 K7T4, Ireland. PBI is a wholly owned subsidiary of Penterra Holdings Luxembourg S.à r.l. ("PHL"), a Luxembourg private limited liability company (société à responsabilité limitée) registered at 14, rue Aldringen, L-1118 Luxembourg, with Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés) Number B 168452. PHL is, in turn, wholly owned, directly and indirectly, by PPC. For U.S. federal income tax purposes, PHL is treated as a disregarded entity within the meaning of Treasury Regulations Section 301.7701-3, and accordingly PPC is treated as the direct owner of PBI for U.S. tax purposes.
PBI functions as the intellectual property holding company and regional commercial principal for PPC's pharmaceutical operations outside the Americas. PBI holds exclusive rights to develop, manufacture, and commercialize PPC's pharmaceutical products throughout the non-Americas territory — comprising the Europe, Middle East, and Africa ("EMEA") and Asia-Pacific ("APAC") regions — pursuant to a cost-sharing arrangement with PPC effective as of July 1, 2012, and related intercompany licensing and services agreements.
2. Description of PBI Board Minutes Produced
2.1 Overview of Board Meeting Activity (2017–2020)
During the four-year examination period encompassing calendar years 2017 through 2020, PBI convened a total of forty-two (42) meetings of its board of directors. These meetings consisted of regularly scheduled quarterly board meetings — typically held in February or March, May or June, August or September, and November or December of each calendar year — as well as special sessions convened as needed to address significant commercial, regulatory, strategic, and operational decisions requiring formal board action or deliberation.
All forty-two (42) board meetings during the 2017–2020 period were held in Dublin, Ireland. The meetings were conducted either at PBI's principal offices located at 4th Floor, Claremont House, Sandyford Business Park, Dublin D18 K7T4, Ireland, or at the offices of PBI's Irish tax advisors, Thornbury & Keogh, Chartered Tax Advisers, 22 Fitzwilliam Square, Dublin 2, D02 YH68, Ireland. The consistent conduct of all board meetings in Ireland reflects PBI's governance structure, in which central management and control of PBI's business operations is exercised by its board of directors from Dublin.
Each meeting of the PBI board was chaired by Aidan Naughton, PBI's Managing Director, who has served in that capacity since PBI's establishment in 2012. Mr. Naughton is resident in Ireland and maintains his principal office at PBI's Sandyford Business Park location. Other board members, senior officers, and advisors attended as reflected in the individual minutes for each meeting. A quorum was present at each of the forty-two meetings, as required by PBI's Articles of Association.
The minutes produced herein are Bates-stamped copies of the original minutes as maintained by PBI's company secretary in Dublin. The originals are held at PBI's registered office in Ireland in compliance with the Irish Companies Act 2014 and applicable Irish corporate governance requirements. The Bates stamps have been applied to copies of the original documents, and the production of Bates-stamped copies does not alter or affect the originals in any way.
2.2 Year-by-Year Meeting Schedule
The forty-two (42) board meetings conducted during the examination period were distributed across the four calendar years as follows:
2017: PBI held a total of nine (9) board meetings during calendar year 2017. These included four (4) regularly scheduled quarterly board meetings, held in March, June, September, and December 2017, as well as five (5) special sessions convened to address, among other matters, the commercial launch strategy for Veritaxol in key EMEA markets, the approval of amendments to the cost-sharing arrangement methodology, and regulatory submission decisions for the APAC region.
2018: PBI held a total of eleven (11) board meetings during calendar year 2018. These included four (4) regularly scheduled quarterly board meetings, held in February, May, September, and November 2018, as well as seven (7) special sessions. The elevated number of special sessions in 2018 reflected significant commercial activity, including board deliberation on market entry strategies for Imvara across multiple European Union member states and approval of an expanded contract manufacturing commitment with Penterra Manufacturing Ireland Ltd. ("PMI").
2019: PBI held a total of twelve (12) board meetings during calendar year 2019. These included four (4) regularly scheduled quarterly board meetings, held in March, June, September, and December 2019, as well as eight (8) special sessions. Calendar year 2019 represented the highest frequency of board meetings during the examination period, driven by the Cerulon product launch in non-Americas territories, ongoing pricing negotiations in multiple APAC markets, and a comprehensive review of PBI's headcount and organizational development strategy.
2020: PBI held a total of ten (10) board meetings during calendar year 2020. These included four (4) regularly scheduled quarterly board meetings, held in February, June, September, and November 2020, as well as six (6) special sessions. Despite the global disruptions caused by the COVID-19 pandemic beginning in March 2020, all ten board meetings were conducted with participants physically present in Dublin, with appropriate public health measures in place. Certain non-director attendees (such as PPC-based functional advisors invited to present on specific agenda items) participated remotely by videoconference; however, the board members who constituted the quorum for each meeting were present in Dublin. The board minutes for 2020 meetings reflect the pandemic-related adaptations, including board deliberation on supply chain resilience, revised demand forecasting, and regulatory engagement with the European Medicines Agency and national health authorities.
2.3 Summary of Key Subjects Addressed in Board Minutes
The board minutes produced in response to IDR No. 9 document PBI's substantive decision-making and corporate governance across a broad range of operational, commercial, financial, regulatory, and strategic matters. Without purporting to provide an exhaustive summary, the principal subject areas reflected in the board minutes include the following:
Commercial Strategy and Pricing Decisions. The PBI board exercised independent authority over commercial strategy and pricing for PBI's pharmaceutical products across sixty-eight (68) country markets within the non-Americas territory, spanning the EMEA and APAC regions. Board discussions and resolutions addressed market-specific pricing strategies, tender and reimbursement negotiations with national health authorities and government payers, market entry and exit decisions, distribution partner selection and evaluation, and multi-year commercial plans for each of PBI's principal products. The board minutes reflect detailed presentations by PBI's Dublin-based commercial strategy team, with the board approving or modifying proposed pricing structures and market access approaches as deemed appropriate for local conditions.
Regulatory Matters. The PBI board maintained active oversight of regulatory submissions, approvals, and post-marketing commitments for PBI's key products — Veritaxol (oncology), Imvara (immunology), and Cerulon (rare disease) — across non-Americas markets. Board minutes reflect regular reporting on the status of Marketing Authorization Applications ("MAAs") filed with the European Medicines Agency ("EMA") and national regulatory agencies, as well as regulatory submissions in APAC jurisdictions including Japan (Pharmaceuticals and Medical Devices Agency), Australia (Therapeutic Goods Administration), South Korea, and other key markets. Cumulative regulatory expenditures incurred by PBI during the 2017–2020 period totaled approximately €47.2 million, reflecting PBI's direct engagement in and funding of regulatory activities as documented in the board minutes.
Product Commercialization. The board minutes document PBI's discussion and approval of launch strategies, lifecycle management plans, and post-launch performance reviews for PBI's three principal commercial products in the non-Americas territory:
• Veritaxol (oncology): Non-Americas net sales grew substantially during the examination period, reaching approximately $1.34 billion in calendar year 2020. Board deliberations addressed sequencing of country launches, Phase IV post-marketing study requirements, and competitive positioning relative to other oncology therapies.
• Imvara (immunology): Non-Americas net sales reached approximately $790 million in calendar year 2020. Board minutes reflect discussion of reimbursement negotiations with major European payers, biosimilar competitive dynamics, and patient-access programs.
• Cerulon (rare disease): Non-Americas net sales reached approximately $280 million in calendar year 2020, following a phased launch commencing in late 2018. Board deliberations addressed orphan drug designation strategies, early access and compassionate use programs, and pricing in markets with reference pricing frameworks.
Supply Chain Management. The PBI board exercised oversight over the contract manufacturing arrangement between PBI and Penterra Manufacturing Ireland Ltd. ("PMI"), a related entity that operates a pharmaceutical manufacturing facility at Ringaskiddy, County Cork, Ireland (PMI Irish Companies Registration Office Number 512347). PMI employs approximately 620 persons at its Ringaskiddy facility and manufactures active pharmaceutical ingredients and finished dosage forms for PBI's non-Americas product portfolio under a contract manufacturing agreement. The board minutes reflect PBI's review and approval of supply agreements, production schedules, quality oversight, and the cost-plus 8% markup arrangement governing intercompany pricing for manufactured products supplied by PMI to PBI.
Financial Performance Reviews. The PBI board conducted quarterly reviews of PBI's standalone financial performance, including revenue, cost of goods sold, operating expenses, pre-tax income, and cash flow. For the fiscal year ended December 31, 2020, the board minutes reflect PBI revenue of approximately €2.14 billion and pre-tax income of approximately €1.06 billion. The board minutes for each quarter during the examination period document the board's review and discussion of PBI's financial results, including variance analyses relative to budget and prior-year performance.
Personnel and Organizational Growth. The board minutes reflect PBI's significant organizational development during the examination period. At the time of PBI's establishment in 2012, the company employed approximately 52 persons in Dublin. By the end of calendar year 2020, PBI's headcount had grown to approximately 185 employees, reflecting the board's approval of incremental hiring across regulatory affairs, medical affairs, commercial strategy, supply chain management, pharmacovigilance, quality assurance, finance, legal, and information technology functions. Board minutes document the board's review and approval of annual staffing plans, key senior hires, and organizational restructurings.
Capital Expenditure Approvals. The PBI board approved capital expenditures, equipment acquisitions, and IT infrastructure investments made by PBI during the examination period, consistent with PBI's authority to commit capital resources for its non-Americas operations. The board minutes reflect the approval of investments in laboratory equipment, data analytics platforms, enterprise resource planning systems, and office build-outs at PBI's Sandyford Business Park premises.
Banking and Treasury. The PBI board maintained oversight of PBI's independent banking relationship with Glenmore Bank Ireland plc, including the establishment and maintenance of operating accounts, the management of cash balances, intercompany receivables and payables, foreign exchange hedging activities, and investment of excess cash. The board minutes reflect PBI's independent treasury operations conducted from Dublin under the direction of PBI's Chief Financial Officer and treasury staff.
Cost-Sharing Arrangement Administration. The PBI board periodically reviewed PBI's obligations under the cost-sharing arrangement ("CSA") entered into with PPC, effective July 1, 2012, pursuant to which PBI and PPC share the costs of developing intangible property used in the pharmaceutical business. The board minutes document the board's review of PBI's cost-sharing percentages — calculated on the basis of PBI's reasonably anticipated benefits relative to total anticipated benefits — which ranged from 38.2% in 2017 to 42.7% in 2020. Total qualified research and development costs subject to the CSA ranged from $487.3 million in 2017 to $598.4 million in 2020, with PBI's share being funded from PBI's own resources.
Irish Tax Matters. The PBI board reviewed and approved PBI's Irish corporate tax filings, including the computation and claim of relief under Ireland's Knowledge Development box ("KDB") regime at the reduced effective rate of 6.25% applicable to qualifying intellectual property income, which PBI has claimed from its fiscal year ending December 31, 2016 forward. PBI's Irish Tax Reference Number is 3218764T. The board minutes reflect the board's consideration of Irish tax compliance matters in consultation with PBI's Irish tax advisors, Thornbury & Keogh.
Risk Management. The PBI board deliberated on market risk, currency risk, regulatory risk, and commercial risk borne by PBI in connection with its operations across the non-Americas territories. Board minutes document PBI's assumption and management of risks associated with product commercialization, pricing and reimbursement uncertainty, foreign exchange fluctuations, competitive dynamics, and changes in the regulatory environment in PBI's markets.
2.4 Bates Range for Board Minutes
The board minutes for all forty-two (42) meetings of the PBI board of directors during the period 2017 through 2020 are produced at Bates range PPC-IDR09-000001 through PPC-IDR09-001247. The minutes are produced in their original form as maintained by PBI's company secretary in Dublin, Ireland, and include signature pages, appendices, and attachments to the extent such materials were maintained as part of the official minute book.
3. Description of Articles of Association and Governance Documents Produced
3.1 Memorandum and Articles of Association
PPC is producing PBI's Memorandum and Articles of Association as originally adopted upon PBI's incorporation on March 15, 2012, together with all subsequent amendments adopted through the end of the examination period (December 31, 2020). PBI was incorporated as a Designated Activity Company under Part 16 of the Irish Companies Act 2014 (having previously been registered under the Companies Acts 1963–2012 and converted to DAC status upon the commencement of the 2014 Act). The Memorandum and Articles of Association set forth PBI's objects, authorized share capital, powers of the directors, procedures for meetings of directors and members, and other fundamental governance provisions.
Three amendments to the Articles of Association were adopted during the examination period: an amendment dated April 12, 2017, relating to the expansion of PBI's authorized share capital; an amendment dated September 3, 2018, reflecting updates to board quorum and voting provisions; and an amendment dated June 22, 2020, incorporating updated provisions relating to the conduct of board meetings by electronic means. Each amendment is included in the production.
The Memorandum and Articles of Association (including all amendments) are produced at Bates range PPC-IDR09-001248 through PPC-IDR09-001312.
3.2 Board Charters and Committee Terms of Reference
PPC is producing PBI's board charter (also referred to as the "Terms of Reference of the Board of Directors"), which sets forth the roles, responsibilities, authority, and procedures of the PBI board. The board charter was adopted in 2012 and was most recently revised in March 2019.
In addition, PPC is producing the terms of reference for PBI's Audit and Risk Committee, which was established as a sub-committee of the PBI board in 2016 to provide oversight of financial reporting, internal controls, risk management, and audit matters. The Audit and Risk Committee terms of reference are included in this production.
PBI did not maintain a separate compensation committee or nomination committee at the board level during the examination period; matters relating to executive compensation and board appointments were addressed by the full PBI board, as reflected in the board minutes produced in Section 2 above.
PPC is also producing written board resolutions adopted by the PBI board outside of regularly scheduled meetings during the 2017–2020 period. A total of fourteen (14) written resolutions were adopted during this period, addressing matters such as the approval of annual financial statements, banking resolutions, execution of material commercial agreements, and other corporate actions requiring formal board approval.
The board charter, committee terms of reference, and written board resolutions are produced at Bates range PPC-IDR09-001313 through PPC-IDR09-001398.
3.3 Register of Directors and Officers
PPC is producing PBI's register of directors and officers, reflecting all individuals who served as directors or officers of PBI during the period 2017 through 2020, together with their dates of appointment and (where applicable) cessation. The register reflects, among other individuals, Aidan Naughton's service as Managing Director throughout the entire examination period. The register also identifies the company secretary, alternate directors (if any), and senior officers of PBI during the relevant period.
The register of directors and officers is produced at Bates range PPC-IDR09-001399 through PPC-IDR09-001418.
3.4 Aggregate Bates Range for Governance Documents
All governance documents described in Sections 3.1 through 3.3 above are produced at aggregate Bates range PPC-IDR09-001248 through PPC-IDR09-001418.
4. Document Production Index
The following index identifies each category of documents produced in response to IDR No. 9, together with the applicable dates and Bates number ranges:
Total pages produced: 1,418
5. Privilege Reservation and Limitations
Certain documents or portions of documents otherwise responsive to IDR No. 9 have been withheld from production on the basis of the attorney-client privilege, the work-product doctrine, the tax practitioner privilege under Section 7525 of the Internal Revenue Code, or other applicable privileges and protections. To the extent that any such documents or portions thereof have been withheld, they are identified on a separate privilege log that will be produced contemporaneously with this response or, to the extent additional review is required, will be produced within a reasonable time following the date of this letter. PPC anticipates delivering the privilege log no later than September 26, 2022.
The production of documents in response to IDR No. 9 does not constitute, and shall not be deemed to constitute, a waiver — whether express, implied, or otherwise — of the attorney-client privilege, the work-product doctrine, the tax practitioner privilege, or any other privilege, right, protection, objection, or defense available to PPC, PBI, PHL, or any related entity under applicable U.S. federal, state, or foreign law. PPC expressly reserves all such privileges, rights, protections, objections, and defenses with respect to this production and all other aspects of the examination.
PPC further reserves the right to supplement, amend, or correct this production as additional responsive documents are identified, located, or reviewed. To the extent that PBI or its advisors identify additional documents responsive to IDR No. 9 that were not included in this initial production, PPC will produce such documents on a supplemental basis promptly upon identification.
Nothing in this response or the accompanying document production shall be construed as an admission or concession regarding any factual, legal, or evidentiary matter at issue in the examination, nor shall PPC's cooperation be construed as a waiver of any right to contest proposed adjustments, assert defenses, or seek administrative or judicial review.
6. Relevance of Produced Documents to PBI's Economic Substance
Without waiving any position, objection, defense, or privilege, PPC respectfully notes that the board minutes and governance documents produced in response to IDR No. 9 reflect PBI's substantive management and control over its non-Americas business operations during the 2017–2020 examination period.
The produced documents evidence, among other things, PBI's independent decision-making authority over pricing and commercial strategy across sixty-eight (68) country markets, market entry and market exit determinations, regulatory strategy and submissions in non-Americas jurisdictions, supply chain management and contract manufacturing oversight, capital expenditure deployment, treasury and banking operations, and personnel and organizational development. These activities are consistent with PBI's role as the intellectual property holding company and commercial principal for the non-Americas territory, and they demonstrate that PBI exercised meaningful management, direction, and control over the functions, assets, and risks associated with its business.
The board minutes and governance documents further corroborate PBI's performance of Development, Enhancement, Maintenance, Protection, and Exploitation ("DEMPE") functions with respect to the intangible property that PBI holds and exploits in its non-Americas territory. PBI's contributions to the development and enhancement of intangible property — through its cost-sharing payments, its direct regulatory expenditures of approximately €47.2 million during the examination period, its in-market commercialization activities, and the efforts of its 185-person Dublin-based workforce — are reflected in the deliberations and resolutions documented in the board minutes.
PBI's physical presence, including approximately 18,000 square feet of office space at Sandyford Business Park in Dublin, its workforce of approximately 185 employees as of the end of 2020 (spanning regulatory, medical affairs, commercial strategy, supply chain, quality, finance, legal, and IT functions), and the pattern of quarterly-plus-special board meetings — all held in Dublin — further evidence that PBI maintained substantive operations in Ireland throughout the examination period. The governance documents, including the board charter, committee terms of reference, and register of directors and officers, provide additional support for PBI's robust corporate governance infrastructure and the exercise of central management and control from Ireland.
PPC provides these observations solely for context and does not intend them as a substitute for legal argument, which PPC reserves the right to make at the appropriate time and in the appropriate forum.
7. Continuing Cooperation
PPC remains committed to cooperating fully with the examination and will continue to respond to IDRs issued by the examination team in a timely and comprehensive manner. PPC understands that additional IDRs may be issued as the examination progresses, and PPC will endeavor to respond to each IDR within the timeframes agreed upon with the examination team or as otherwise reasonably practicable given the scope and complexity of the requests.
PPC invites Revenue Agent Dunleavy, Supervisory Revenue Agent Gerald Meskill, or other members of the examination team to contact Calderwood & Harkness LLP with any questions regarding the documents produced in response to IDR No. 9 or to discuss any aspect of this response. PPC is prepared to arrange for interviews or provide further explanations as may be helpful to the examination team's review of the produced materials.
We trust that this response and the accompanying document production are responsive to IDR No. 9. Should you have any questions, require additional information, or wish to discuss any aspect of this response, please do not hesitate to contact the undersigned. Garrett Simmons is serving as the lead associate coordinating IDR responses in this matter and can be reached at the contact information below. Leonard Cross, the responsible partner for this engagement, is also available for substantive discussions at your convenience.
We appreciate your courtesy and professionalism throughout this examination process and look forward to continuing to work cooperatively with you and the examination team.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Garrett Simmons Lead Associate, Tax Department Licensed in New York Direct Tel: (215) 864-7184
Email: gsimmons@calderwoodharkness.com
1735 Market Street, Suite 3100 Philadelphia, PA 19103
Reviewed and approved by:
________________________________________
Leonard Cross Partner, Tax Department Licensed in New York, New Jersey, and the District of Columbia Direct Tel: (215) 864-7042
Email: lcross@calderwoodharkness.com
1735 Market Street, Suite 3100 Philadelphia, PA 19103
cc: (via email)
Marcus Whitfield, Vice President, Global Tax Penterra Pharmaceuticals Corp. 2200 Independence Boulevard Princeton Junction, NJ 08550
Deborah Staines, General Counsel Penterra Pharmaceuticals Corp. 2200 Independence Boulevard Princeton Junction, NJ 08550
Supervisory Revenue Agent Gerald Meskill Internal Revenue Service, Large Business & International Division Team Manager, Exam Team ID LB&I-NE-TP-2022-00641
Sylvia Hartwell, Partner Calderwood & Harkness LLP (internal)
Enclosures: Documents produced in response to IDR No. 9 (Bates-stamped: PPC-IDR09-000001 through PPC-IDR09-001418), as described in the Document Production Index set forth in Section 4 above (1,418 pages total).
Tab | Document Description | Date(s) | Bates Number Range
1 | Board Minutes — 2017 Meetings (9 meetings: March 8, March 22, April 19, June 14, July 26, August 3, September 20, November 15, December 13, 2017) | March 8, 2017 – December 13, 2017 | PPC-IDR09-000001 – PPC-IDR09-000287
2 | Board Minutes — 2018 Meetings (11 meetings: February 14, March 21, April 4, April 30, May 23, June 18, July 11, September 12, October 9, November 7, December 5, 2018) | February 14, 2018 – December 5, 2018 | PPC-IDR09-000288 – PPC-IDR09-000618
3 | Board Minutes — 2019 Meetings (12 meetings: January 30, March 13, March 27, April 24, May 15, June 19, July 10, August 7, September 18, October 23, November 13, December 11, 2019) | January 30, 2019 – December 11, 2019 | PPC-IDR09-000619 – PPC-IDR09-000974
4 | Board Minutes — 2020 Meetings (10 meetings: February 12, March 18, April 29, May 20, June 17, July 22, September 16, October 7, November 11, December 9, 2020) | February 12, 2020 – December 9, 2020 | PPC-IDR09-000975 – PPC-IDR09-001247
5 | Memorandum and Articles of Association (as amended April 12, 2017; September 3, 2018; June 22, 2020) | March 15, 2012 – June 22, 2020 | PPC-IDR09-001248 – PPC-IDR09-001312
6 | Board Charter and Committee Terms of Reference (Board Charter, rev. March 2019; Audit and Risk Committee Terms of Reference) | 2012 – March 2019 | PPC-IDR09-001313 – PPC-IDR09-001365
7 | Written Board Resolutions (14 resolutions, 2017–2020) | 2017 – 2020 | PPC-IDR09-001366 – PPC-IDR09-001398
8 | Register of Directors and Officers (2017–2020) | 2017 – 2020 | PPC-IDR09-001399 – PPC-IDR09-001418

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