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Contract analysis / board-resolutions-merger-approval.docx
board-resolutions-merger-approval.docx
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Medium · 0
Standard · 0
1. Diane Prescott — Independent Director; Chair, Special Committee (present in person)
1. Diane Prescott — Independent Director; Chair, Special Committee (present in person)
2. James Okafor — Independent Director; Member, Special Committee (present by teleconfere
2. James Okafor — Independent Director; Member, Special Committee (present by teleconference)
3. Dr. Helen Ng — Independent Director; Member, Special Committee (present in person)
3. Dr. Helen Ng — Independent Director; Member, Special Committee (present in person)
4. Robert Castellano — Independent Director; Chair, Audit Committee (present in person)
4. Robert Castellano — Independent Director; Chair, Audit Committee (present in person)
5. Margaret Liu — Independent Director; Chair, Compensation Committee (present by telecon
5. Margaret Liu — Independent Director; Chair, Compensation Committee (present by teleconference)
6. Dr. Samuel Everett — Independent Director; Chair, Nominating and Corporate Governance
6. Dr. Samuel Everett — Independent Director; Chair, Nominating and Corporate Governance Committee (present in person) The six (6) directors listed above, each being independent directors of the Company under applicable NYSE listing standards and the Company's Corporate Governance Guidelines, constituted a quorum of the Board for the transaction of business, including the matters set forth herein. The following direc
1. Dr. Marcus Hale — Chairman of the Board and Chief Executive Officer of the Company. Dr
1. Dr. Marcus Hale — Chairman of the Board and Chief Executive Officer of the Company. Dr. Hale recused himself from all deliberations and voting on the proposed transaction due to his material personal financial interest therein, consisting of a 28.5% equity interest in Caliston BioSciences, Inc. ("Caliston"), acquired through a personal investment aggregating approximately Forty-Two Million Dollars ($42,000,000) ac
2. Angela Whitmore — Director and Executive Vice President, Commercial Operations of the
2. Angela Whitmore — Director and Executive Vice President, Commercial Operations of the Company. Ms. Whitmore recused herself from all deliberations and voting on the proposed transaction due to her spousal relationship with Dr. Evan Whitmore, who serves as Caliston's Head of Clinical Development and as a member of the Caliston board of directors.
3. Raymond Tusk — Director. Mr. Tusk recused himself from all deliberations and voting on
High
⚑ Non-compete / exclusivity restraint
3. Raymond Tusk — Director. Mr. Tusk recused himself from all deliberations and voting on the proposed transaction based on his status as a non-independent director, having been designated for nomination to the Board by Dr. Hale pursuant to the terms of the Stockholders' Agreement dated September 15, 2017, as amended. Presence of Advisors Also present at the meeting, by invitation of the Board, were the following adv