Contract analysis

I. CALL TO ORDER AND QUORUM Ms. Diane Prescott, Chair of the Special Committee, called the meeting to order at 10:00 a.m. Eastern Time. Ms. Prescott confirmed that all three members of the Special Committee were present, either in person at the offices of Calderwood & Harkness LLP in Philadelphia or by secure videoconference, and that a quorum was present and acting throughout the meeting. The quorum requirement was

II. APPROVAL OF PRIOR MEETING MINUTES Ms. Prescott presented the draft minutes of the Special Committee meeting held on July 19, 2023, at which the Committee had received a management presentation from Dr. Nadia Sorensen, Chief Executive Officer, and Dr. Raj Malhotra, Chief Scientific Officer, of Caliston BioSciences, Inc. ("Caliston"). The draft minutes had been circulated to the Committee members in advance of toda

III. STATUS UPDATE FROM INDEPENDENT COUNSEL A. Due Diligence Update Ms. Renata Vasquez, Responsible Partner at Calderwood & Harkness LLP, provided the Committee with a comprehensive update on the status of legal due diligence on Caliston BioSciences, Inc. Ms. Vasquez reminded the Committee that C&H's initial due diligence request list was issued to Whitfield Graves LLP (contact partner: Kenneth Pratt), legal counsel

IV. PRESENTATION BY THORNGATE PARTNERS LLC — PRELIMINARY VALUATION ANALYSES A. Introduction and Engagement Overview Mr. Gregory Ashford, Managing Director and Lead Banker at Thorngate Partners LLC, introduced himself and reminded the Committee of the terms and scope of Thorngate's engagement. Thorngate was retained by the Special Committee on June 16, 2023, pursuant to an engagement letter bearing reference number 10

I. Summary of Valuation Ranges Mr. Ashford concluded his preliminary valuation presentation by presenting a summary chart (included as Exhibit B) illustrating the implied equity value ranges derived from each of the four valuation methodologies. The chart was presented in a "football field" format, with each methodology displayed as a horizontal bar showing the low, midpoint (where applicable), and high end of the im

V. COMMITTEE DISCUSSION AND DELIBERATION A. Discussion of Valuation Findings Ms. Prescott thanked Mr. Ashford for the thorough presentation and opened the floor for discussion among the Committee members. Mr. Okafor stated that he found the preliminary valuation analyses to be well-constructed and informative. He noted that the proposed base consideration of $925 million sits slightly above the midpoint of the CLT-40

VI. OTHER BUSINESS A. Upcoming Deliverables and Scheduling Ms. Vasquez provided the Committee with an update on the anticipated timeline for remaining due diligence deliverables. She noted that C&H expected to deliver the Antitrust/HSR Act Analysis memorandum to the Special Committee by approximately August 10, 2023. This memorandum would address the applicability of the Hart-Scott-Rodino Act filing requirements to t

VII. EXECUTIVE SESSION At 12:15 p.m. Eastern Time, Ms. Prescott announced that the Special Committee would convene in executive session with independent counsel only. Mr. Ashford of Thorngate Partners was excused from the meeting at this time, and Ms. Prescott confirmed that Mr. Ashford departed the conference room (and disconnected from the secure videoconference) prior to the commencement of the executive session.

VIII. ADJOURNMENT There being no further business to come before the Special Committee, upon motion duly made by Mr. Okafor and seconded by Dr. Ng, the meeting was unanimously adjourned at 12:37 p.m. Eastern Time. The next meeting of the Special Committee was scheduled for August 22, 2023, at a time and location to be confirmed. These minutes were prepared by Daniel Obi, Working Associate, Calderwood & Harkness LLP,