Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common

Section 1.2 — Interpretation Unless the context otherwise requires, the following rules of interpretation shall apply to this Agreement: (a) All references herein to the Merger Agreement are to the execution version thereof (Calderwood & Harkness LLP Draft v.7.3) and to any amendments, supplements, or modifications thereto made in accordance with its terms. (b) Capitalized terms used but not otherwise defined in this

Section 2.1 — Merger Consideration Executive acknowledges and agrees that she is receiving substantial consideration in connection with the Merger, including her pro rata portion of the Merger Consideration attributable to her approximately 14.2% equity interest in Caliston. Executive's estimated share of the aggregate Merger Consideration (including the contingent value rights) represents a significant financial ben

Section 2.2 — Continued Employment The Company agrees to offer Executive continued employment following the Closing in a senior leadership role, with the title of Executive Vice President, Oncology Pipeline Development (or such other title as may be mutually agreed), on terms and conditions to be set forth in a separate employment agreement to be negotiated in good faith and executed by the Parties on or prior to the

Section 2.3 — Sufficiency of Consideration Executive acknowledges and agrees that: (a) the covenants and restrictions contained in this Agreement are reasonable and necessary for the protection of the legitimate business interests of the Company, including the Company's interest in protecting the value of the Business acquired through the Merger, the Confidential Information, and the goodwill associated therewith; (b

ARTICLE 3: NON-COMPETITION COVENANT

Section 3.1 — Non-Competition During the Non-Compete Period (i.e., from the Closing Date through the second (2nd) anniversary of the Termination Date), Executive shall not, directly or indirectly, whether as an employee, consultant, advisor, officer, director, stockholder, partner, member, joint venturer, agent, representative, independent contractor, or in any other capacity, whether on Executive's own behalf or on

Section 3.2 — Carve-Outs and Permitted Activities Notwithstanding the provisions of Section 3.1, the following activities shall not constitute a violation of the non-competition covenant: (a) Passive Investment Exception. Executive may acquire and hold, solely as a passive investment, equity securities of any publicly traded company that is listed on a national securities exchange or traded on the over-the-counter ma

Section 3.3 — Scope Reduction The Parties acknowledge that the Non-Compete Period, the Restricted Territory, and the scope of the restricted activities set forth in Section 3.1 are reasonable in light of the nature and scope of the Business, the substantial consideration being provided to Executive, and the Company's legitimate business interests in protecting the value of the transaction contemplated by the Merger A

ARTICLE 4: NON-SOLICITATION OF EMPLOYEES

Section 4.1 — Non-Solicitation Covenant During the Non-Solicit Period (i.e., from the Closing Date through the second (2nd) anniversary of the Termination Date), Executive shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person: (a) solicit, recruit, hire, or attempt to solicit, recruit, or hire any Protected Employee to leave the employment of the Company or any of its Affiliate

Section 4.2 — Exceptions The restrictions set forth in Section 4.1 shall be subject to the following exceptions: (a) Involuntary Termination. The restrictions in Section 4.1 shall not apply to any individual who was a Protected Employee but whose employment with the Company or its Affiliates was involuntarily terminated by the Company or its Affiliates (without cause, as defined in the applicable employment agreement

Section 4.3 — Scope of Protected Employees The Parties acknowledge that Caliston employs approximately ninety-four (94) employees as of the date of this Agreement, all of whom possess specialized knowledge and expertise in the fields of oncology drug development, kinase inhibitor research, clinical operations, and regulatory affairs that are critical to the success of the Business. All such employees, and their succe

ARTICLE 5: NON-SOLICITATION OF BUSINESS RELATIONSHIPS

Section 5.1 — Non-Solicitation of Customers, Collaborators, and Suppliers During the Non-Solicit Period (i.e., from the Closing Date through the second (2nd) anniversary of the Termination Date), Executive shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, solicit, divert, or take away (or attempt to solicit, divert, or take away) the business or patronage of any customer,

Section 6.1 — Obligations Executive shall not, at any time during or after the term of her employment with the Company or its Affiliates, directly or indirectly, use, disclose, publish, communicate, or make available to any Person any Confidential Information, except: (a) as required in the good-faith performance of Executive's duties for the Company or its Affiliates; (b) as expressly authorized in writing by the Co

Section 6.2 — Return of Materials Upon the Termination Date or at any time upon the Company's written request, Executive shall promptly return to the Company all documents, electronic files, data, records, correspondence, notes, memoranda, reports, presentations, prototypes, samples, equipment, keys, access cards, and all other materials (in whatever form or medium) containing or relating to Confidential Information

Section 6.3 — Defend Trade Secrets Act Notice Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Executive is hereby notified that: (a) An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an

ARTICLE 7: INTELLECTUAL PROPERTY ASSIGNMENT

Section 7.1 — Assignment of Inventions Executive agrees that all inventions, discoveries, developments, innovations, improvements, modifications, works of authorship, designs, processes, methods, techniques, formulas, compositions of matter, know-how, data, software, and other intellectual property (collectively, "Inventions") that are conceived, created, developed, reduced to practice, or made by Executive, whether

Section 7.2 — Cooperation Executive agrees to cooperate fully with the Company and its authorized representatives in the preparation, filing, prosecution, maintenance, defense, and enforcement of patent applications, patent registrations, copyright registrations, and other intellectual property filings and registrations related to the Inventions, both during and after Executive's employment with the Company. Executiv

Section 7.3 — Prior Inventions Executive has identified on Exhibit A attached hereto a complete list of all inventions, discoveries, original works of authorship, developments, improvements, and trade secrets that were made by Executive prior to her employment with the Company, that belong solely to Executive, and that relate to the Business (collectively, "Prior Inventions"). If no such Prior Inventions are listed o

Section 8.1 — Mutual Non-Disparagement (a) Executive agrees that, during and after the term of her employment with the Company, she shall not, directly or indirectly, make, publish, or cause to be made or published any statement, whether oral, written, electronic, or otherwise, that disparages, defames, or casts in a negative light the Company, its Affiliates, or any of their respective current or former officers, di

Section 9.1 — Acknowledgment of Irreparable Harm Executive acknowledges and agrees that a breach or threatened breach of any of the covenants and agreements contained in Articles 3, 4, 5, 6, 7, or 8 of this Agreement would cause the Company irreparable harm and injury that cannot be adequately compensated by an award of monetary damages alone. Executive further acknowledges that the Company's remedies at law for any

Section 9.2 — Injunctive Relief In the event of a breach or threatened breach by Executive of any of the covenants or agreements contained in this Agreement, the Company shall be entitled, in addition to any other remedy available at law or in equity, to seek and obtain temporary, preliminary, and permanent injunctive relief, specific performance, and any other form of equitable relief from any court of competent jur

Section 9.3 — Tolling If Executive breaches any of the restrictive covenants set forth in this Agreement, the applicable restriction period (whether the Non-Compete Period, the Non-Solicit Period, or both, as applicable) shall be automatically tolled and suspended during the entire period of the breach, commencing on the date of the first breach and continuing until the date on which the breach has been fully cured o

Section 9.4 — Cumulative Remedies The rights and remedies of the Company set forth in this Article 9, and elsewhere in this Agreement, are cumulative and shall be in addition to, and not in lieu of, any and all other rights and remedies available to the Company at law or in equity, including but not limited to the recovery of compensatory damages, consequential damages, lost profits, and reasonable attorneys' fees an

Section 9.5 — Forfeiture In the event of a material breach by Executive of any covenant or agreement contained in this Agreement, in addition to any injunctive relief and other remedies available to the Company under this Article 9, the Company shall have the right, upon written notice to Executive, to recover (and Executive shall be required to repay) any portion of the Merger Consideration that was attributable to

ARTICLE 10: REPRESENTATIONS AND WARRANTIES

Section 10.1 — Representations of Executive Executive hereby represents and warrants to the Company as follows: (a) Legal Capacity. Executive has the full legal capacity and authority to enter into this Agreement, to perform her obligations hereunder, and to consummate the transactions contemplated hereby. (b) No Conflict. The execution, delivery, and performance of this Agreement by Executive will not violate, confl

Section 10.2 — Representations of the Company The Company hereby represents and warrants to Executive as follows: (a) Due Incorporation. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted. (b) Co

ARTICLE 11: GENERAL PROVISIONS

Section 11.1 — Governing Law This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Notwithstanding t

Section 11.2 — Jurisdiction and Venue Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware) for any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and e

Section 11.3 — Entire Agreement This Agreement, together with the Merger Agreement and the other ancillary agreements referenced therein (including the Employment Agreement, when executed), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings,

Section 11.4 — Amendment and Waiver No amendment, modification, or supplement to this Agreement shall be effective unless it is in writing and signed by both Parties. No waiver of any breach of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom enforcement of the waiver is sought. No waiver of any breach shall be deemed a waiver of any other or subsequent b

Section 11.5 — Severability If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall remain in full force and effect. In such event, the invalid, illegal, or unenforceable provision shall be

Section 11.6 — Assignment Executive may not assign, transfer, delegate, or otherwise dispose of this Agreement, or any of her rights, interests, or obligations hereunder, without the prior written consent of the Company, and any purported assignment, transfer, delegation, or disposition in violation of this Section 11.6 shall be null and void. The Company may, without the consent of Executive, assign this Agreement a

Section 11.7 — Notices All notices, demands, consents, requests, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service (with confirmation of delivery); (c) three (3) business days after deposit in the United

Section 11.8 — Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission, portable document format (.pdf), or other electronic means shall be effective as delivery of a manually executed orig

Section 11.9 — No Strict Construction This Agreement is the product of negotiations between the Parties, each of whom has been represented by independent legal counsel, and shall be interpreted fairly in accordance with its terms. In the event of any ambiguity, this Agreement shall not be construed or interpreted against any Party on the ground that such Party (or its counsel) drafted or proposed the language at issu

Section 11.10 — Survival The covenants, agreements, representations, and warranties contained in this Agreement shall survive the Closing and shall survive the termination of Executive's employment with the Company and its Affiliates, regardless of the reason for such termination, and, where applicable, shall survive any termination of the Merger Agreement, in each case to the extent set forth herein and for the appl

Section 11.11 — Relationship to Merger Agreement This Agreement is an ancillary agreement to the Merger Agreement and is being entered into in connection with the transactions contemplated thereby. In the event of any express conflict or inconsistency between any provision of this Agreement and any provision of the Merger Agreement, the terms of the Merger Agreement shall control and prevail, except with respect to t

Section 11.12 — Third-Party Beneficiaries Except as expressly provided in this Section 11.12, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever. Notwithstanding the foregoing, the mem

1. United States of America All fifty (50) states of the United States, the District of Columbia, and all territories and possessions of the United States (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, and the Northern Mariana Islands).

2. European Union Member States Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Sweden.

3. United Kingdom England, Wales, Scotland, and Northern Ireland.

5. People's Republic of China Including the Hong Kong Special Administrative Region and the Macau Special Administrative Region.

6. Canada All provinces and territories of Canada.

7. Commonwealth of Australia All states and territories of Australia.

8. Additional Jurisdictions Any additional country or jurisdiction in which Caliston BioSciences, Inc. or Penterra Pharmaceuticals Corp. (or any of their respective Affiliates) actively conducted, or had documented plans to conduct, the Business as of the Closing Date, as such jurisdictions may be identified in a supplemental schedule to be prepared by the Company and delivered to Executive on or before the Closing D