Dear Kenneth,
I hope this message finds you well. My name is Sophie Tremblay, and I am a senior associate at Calderwood & Harkness LLP working under Renata Vasquez on our firm's engagement as independent counsel to the Special Committee of the Board of Directors of Penterra Pharmaceuticals Corp. (C&H Matter No. 1025-00006) in connection with the proposed acquisition of Caliston BioSciences, Inc. (the "Company") — referred to internally as "Project Coriander." As you may be aware, the Special Committee comprises Diane Prescott (Chair), James Okafor, and Dr. Helen Ng, each of whom is independent of the transaction. I will be serving as the primary day-to-day contact at Calderwood & Harkness for the due diligence workstream, and I wanted to reach out to introduce myself and begin the process in an organized fashion.
**Due Diligence Request List**
Attached to this email please find our comprehensive due diligence request list for Caliston BioSciences, Inc. (due-diligence-request-list.docx). The request list is organized into fourteen (14) categories, each with numbered sub-requests, covering the following areas: (1) corporate organization and governance; (2) capitalization and equity interests; (3) material contracts; (4) intellectual property; (5) regulatory and FDA matters; (6) litigation and proceedings; (7) employment and labor; (8) employee benefits and compensation; (9) tax; (10) real property; (11) environmental; (12) insurance; (13) financial information; and (14) data privacy and cybersecurity.
We have endeavored to make the requests as specific and clear as possible, but I would very much appreciate it if you could review the list at your convenience and let me know if any categories require clarification, or if you have concerns about the scope of any particular requests. We are happy to discuss and refine as needed.
**Virtual Data Room**
We would ask that Whitfield Graves set up or provide access to a virtual data room for the organized production of responsive materials. When the data room is ready, we would appreciate login credentials for the following members of the Calderwood & Harkness team:
- Renata Vasquez (rvasquez@calderwoodharkness.com) - Sophie Tremblay (stremblay@calderwoodharkness.com) - Daniel Obi (dobi@calderwoodharkness.com)
Additionally, I wanted to flag that the Special Committee is currently in the process of engaging an independent financial advisor. Once that engagement is finalized, we will follow up with a separate request to extend data room access to the advisory team. We expect to have that confirmed shortly.
**Proposed Timeline for Production**
Given the Special Committee's process requirements and its obligation to conduct a thorough, independent evaluation of the proposed transaction consistent with Delaware fiduciary duty standards, we would like to propose the following production timeline:
- **First Tranche (Priority Documents) — on or about June 23, 2023:** Corporate organization and governance documents, the current capitalization table and related equity records, material contracts, and intellectual property materials. These categories are foundational to our review and will allow us to begin substantive analysis promptly.
- **Substantially Complete Production — approximately mid-July 2023:** We would ask that the balance of responsive materials be produced on a rolling basis, with a target of substantially complete production by approximately July 14, 2023. This timeline is designed to allow sufficient review in advance of a management presentation that the Special Committee intends to schedule in the weeks following.
We understand that compiling these materials requires considerable effort, and if the proposed timeline presents any difficulties, we are happy to discuss a mutually agreeable schedule. That said, I would underscore the importance of timely production to ensure that the Special Committee can fulfill its independent evaluation mandate.
**Information Barrier Protocol**
I want to take a moment to reiterate the independence protocol that has been established by the Special Committee. Pursuant to that protocol, all due diligence materials should be produced directly to Calderwood & Harkness LLP (and, once engaged, the Special Committee's independent financial advisor). Materials and information related to this diligence process **should not** be shared with Dr. Marcus Hale, Angela Whitmore, or Raymond Tusk, or with Penterra's regular outside counsel, Alcott, Barringer & Cole LLP, which has been recused from advising the Special Committee on this matter. Similarly, we would ask that all communications regarding the due diligence process be directed to Calderwood & Harkness rather than to Penterra management or Alcott, Barringer & Cole. Your cooperation in maintaining these information barriers is essential and greatly appreciated.
**Next Steps**
Daniel Obi (copied here) will be assisting with the day-to-day review and tracking of produced materials, and he will be a regular point of contact as well. If it would be helpful, I would be glad to schedule a call early next week — Monday or Tuesday — to walk through the request list together and discuss logistics for the data room and production process. Please let me know what works for your schedule.
Thank you very much for your cooperation, Kenneth. We look forward to working with you and your team on the diligence process and to ensuring a smooth and efficient review.
Best regards,
**Sophie Tremblay** Senior Associate Calderwood & Harkness LLP 1700 Market Street, Suite 3400 Philadelphia, PA 19103 Direct: (215) 555-0184 Email: stremblay@calderwoodharkness.com
Attachment: due-diligence-request-list.docx
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