ITEM 7. MANAGEMENT’S DISCUSSION

AND ANALYSIS

References to “we”, “us”,

“our” or the “Company” are to FS Development Corp., except where the context requires otherwise. The following

discussion should be read in conjunction with our financial statements and related notes thereto included elsewhere in this Annual

Report on Form 10-K.

Cautionary Note Regarding Forward-Looking

Statements

This Annual Report on Form 10-K includes forward-looking statements

within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. We have based these forward-looking

statements on our current expectations and projections about future events. These forward-looking statements are subject to known

and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or

achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied

by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,”

“should,” “could,” “would,” “expect,” “plan,” “anticipate,”

“believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S.

Securities and Exchange Commission (“SEC”) filings.

Overview

We are a blank

check company incorporated in Delaware on June 25, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition,

share purchase, reorganization or similar business combination with one or more businesses (the “business combination”).

Our sponsor is FS Development Holdings, LLC, a Delaware limited liability company (our “Sponsor”).

Our registration statement for our Initial

Public Offering (the “Initial Public Offering”) became effective on August 11, 2020. On August 14, 2020, we consummated

the Initial Public Offering of 12,075,000 shares of Class A common stock, including the issuance of 1,575,000 shares

of Class A Common Stock as a result of the underwriter’s exercise in full of its over-allotment option, (each, a “Public

Share” and collectively, the “Public Shares”) at $10.00 per share, generating gross proceeds of approximately

$120.8 million, and incurring offering costs of approximately $7.1 million, inclusive of approximately $4.2 million in

deferred underwriting commissions.

Simultaneously with the closing of the

Initial Public Offering, we consummated the private placement (“Private Placement”) of 441,500 shares of Class

A common stock (each, a “Private Placement Share” and collectively, the “Private Placement Shares”), at

a price of $10.00 per Private Placement Share to our Sponsor, generating proceeds of approximately $4.4 million.

Upon the closing of the Initial Public

Offering, the Private Placement, and the over-allotment option on August 14, 2020, approximately $120.8 million ($10.00

per share) of the net proceeds of the sale of the shares in the Initial Public Offering and the Private Placement were placed in

a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock

Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning

of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting

certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government

treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of

the assets held in the Trust Account as described below.

Our certificate of incorporation provides

that, other than the withdrawal of interest to pay franchise and income taxes (less up to $100,000 to pay dissolution expenses),

none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the initial business

combination; (ii) the redemption of any Public Shares sold in the Initial Public Offering that have been properly tendered

in connection with a stockholder vote to amend our certificate of incorporation to affect the substance or timing of our obligation

to redeem 100% of such Public Shares if we have not consummated an initial business combination within 24 months from the

closing of the Initial Public Offering, or August 14, 2022 (the “Combination Period”); or (iii) the redemption

of 100% of the Public Shares if we are unable to complete an initial business combination within the Combination Period. The proceeds

deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the

claims of our public stockholders.

Business Combination

On February 5, 2021, we consummated the

previously announced Business Combination. In accordance with the terms and subject to the conditions of the Merger Agreement,

at the Effective Time of the Merger (i) all shares of Old Gemini Stock issued and outstanding immediately prior to the Effective

Time, whether vested or unvested, was converted into the right to receive their pro rata portion of the 17,942,274 shares of Common

Stock issued as Merger Consideration, provided that 2,150,000 shares of Common Stock are being held in escrow for a period of 12

months to satisfy any indemnification obligations of Old Gemini under the Merger Agreement; (ii) each option exercisable for Old

Gemini Stock that was outstanding immediately prior to the Effective Time was assumed and continues in full force and effect on

the same terms and conditions as were previously applicable to such options, subject to adjustments to exercise price and number

of shares Common Stock issuable upon exercise based on the final conversion ratio calculated in accordance with the Merger Agreement,

and (iii) 4,264,341 shares of Common Stock were reserved for issuance under the newly adopted 2021 Plan.

In connection with the Closing, the PIPE

Investors subscribed for an aggregate of 9,506,000 shares of Common Stock for an aggregate purchase price of $95,060,000.

In connection with the Business Combination,

100 shares of Class A common Stock of FSDC were redeemed at a per share purchase price of approximately $10.00. Upon the Closing,

Gemini had 42,998,664 shares of Common Stock outstanding.

As a result of the Business Combination,

FSDC was renamed Gemini Therapeutics, Inc., and Old Gemini became a wholly-owned subsidiary of Gemini.

Liquidity and Capital Resources

As of December

31, 2020, we had approximately $1.2 million in our operating bank account, approximately $5,000 of interest income available

in the Trust Account to pay the Company’s franchise and income tax obligations and working capital of approximately $740,000.

Further, we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans.

Our liquidity

needs to date have been satisfied through the $25,000 capital contribution to purchase founder shares by our Sponsor, the loan

proceeds under a promissory note of $200,000 from the Sponsor to cover the Company’s offering costs in connection with the

Initial Public Offering, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The

balance of the promissory note was fully repaid on August 14, 2020. In addition, in order to finance transaction costs in connection

with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are

not obligated to, provide us working capital loans (“Working Capital Loans”). As of December 31, 2020, there were no

amounts outstanding under any Working Capital Loans.

Based on the foregoing, management believes

that we will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain

of our officers and directors to meet our needs through the earlier of the consummation of a business combination or one year from

this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating

prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel

expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business

combination.

Management continues to evaluate the impact

of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Our entire activity

since inception through December 31, 2020 related to our formation, the preparation for the Initial Public Offering, and

since the closing of the Initial Public Offering, the search for a prospective

initial business combination. We have neither engaged in any operations nor generated any revenues to date. We will not

generate any operating revenues until after completion of our initial business combination. We will generate non-operating income

in the form of interest earned on cash equivalents held in Trust Account. We expect to incur increased expenses as a result

of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period

from June 25, 2020 (inception) through December 31, 2020, we had a net loss of approximately $812,000, which consisted of approximately

$717,000 in general and administrative expenses and approximately $100,000 of franchise tax expense, which was partially offset

by approximately $5,000 of interest earned on cash equivalents held in the Trust Account.

Related Party Transactions

Founder Shares and Private Placement

On June 30, 2020, our Sponsor purchased

2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for

an aggregate price of $25,000. On July 24, 2020, our Sponsor transferred 30,000 Founder Shares to each of its independent

director nominees at their original per-share purchase price, for an aggregate of 90,000 Founder Shares transferred. On August

11, 2020, we effected a 1:1.05 stock split of the Class B common stock, resulting in our Sponsor holding an aggregate of 2,928,750

Founder Shares and there being an aggregate of 3,018,750 Founder Shares outstanding. All shares and the associated amounts

have been retroactively restated to reflect the aforementioned stock split. Our Sponsor agreed to forfeit up to 393,750 Founder

Shares to the extent that the over-allotment option is not exercised in full by the underwriter, so that the Founder Shares would

represent 20.0% of our issued and outstanding shares of common stock after the Initial Public Offering (excluding the Private Placement

Shares). On August 14, 2020, the underwriter exercised the over-allotment option; thus, these Founder Shares were no longer subject

to forfeiture.

Simultaneously with the closing of the

Initial Public Offering, we consummated the Private Placement of 441,500 Private Placement Shares, at a price of $10.00 per

Private Placement Share to the Sponsor, generating proceeds of approximately $4.4 million.

The Sponsor and FSDC’s officers and

directors (the “Initial Stockholders”) agreed, subject to limited exceptions, not to transfer, assign or sell any of

the Founder Shares or Private Placement Shares until the earlier to occur of: (i) one year after the completion of the initial

Business Combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction

after the initial Business Combination that results in all of our stockholders having the right to exchange their Class A common

stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances. Any permitted

transferees will be subject to the same restrictions and other agreements of the Initial Stockholders with respect to any Founder

Shares or Private Placement Shares. Notwithstanding the foregoing, if (1) the closing price of the Class A common stock equals

or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like)

for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination

or (2) if the Company consummates a transaction after the initial business combination which results in the Company’s stockholders

having the right to exchange their shares for cash, securities or other property, the Founder Shares and Private Placement Shares

will be released from the lock-up.

Related Party Loans

On June 30, 2020, our Sponsor agreed to

loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory

note. This promissory note is non-interest bearing and payable upon the completion of the Initial Public Offering. The Company

borrowed $200,000 under the promissory, and fully repaid it on August 14, 2020.

In addition, in order to finance transaction

costs in connection with an initial business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers

and directors may, but are not obligated to, loan us funds as may be required as Working Capital Loans. If we complete an initial

business combination, we will repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise,

the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial business

combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans

but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms

of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The

Working Capital Loans would either be repaid upon consummation of an initial business combination or, at the lender’s discretion,

up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post initial business combination

entity at a price of $1.00 per warrant. To date, we have no borrowings under the Working Capital Loans.

Forward Purchase

Agreement

In connection with the execution of the

Merger Agreement, an affiliate of the Sponsor entered into a subscription agreement to purchase 1,500,000 shares of Class A Common

Stock at a purchase price of $10 per share in a private placement that would occur concurrently with the closing of the Merger

(the “Closing”). The affiliate of the Sponsor has assigned to the Sponsor its obligation to purchase its shares under

the subscription agreement so that the Sponsor will purchase 1,500,000 of such shares at the Closing. At the time of the Initial

Public Offering, the Sponsor had originally indicated an interest to purchase up to $25.0 million of shares in connection with

the initial business combination. This purchase of 1,500,000 shares represents the Sponsor’s allocation of shares in the

PIPE Investment. In addition, the Initial Stockholders entered into the Parent Support Agreement in which they agreed to vote,

at any meeting of the stockholders of the Company, and in any action by written consent of the stockholders of the Company, all

of such holders’ Class A common stock and Class B common stock (i) in favor of the Merger Agreement, each of the Parent Proposals

(as defined in the Merger Agreement) and the transactions contemplated by the Merger Agreement and the Parent Support Agreement,

and (ii) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement

and the approval of the Parent Proposals. Also, in connection with the Closing, the Sponsor and certain other stockholders will

enter into a Voting Agreement with us, and the Initial Stockholders and certain other stockholders will enter into a Registration

Rights Agreement with us that will replace the existing registration rights agreement in its entirety. For a description of the

Voting Agreement and the Registration Rights Agreement see Item 13 “Certain Relationships and Related Transactions and Director

Independence” in this report.

Administrative Services Agreement

We have entered into an agreement that

provides that, commencing on the date that the Company’s securities are first listed on Nasdaq and continuing until the earlier

of the consummation of a Business Combination and our liquidation, we will pay our Sponsor a total of $10,000 per month for office

space, secretarial and administrative services provided to members of the Company’s management team. Additionally, our Sponsor,

and our officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred

in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

Business Combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, our officers

or directors, or their affiliates.

Contractual Obligations

Registration Rights

The Initial Stockholders are entitled to

registration rights pursuant to a registration rights agreement. The Initial Stockholders will be entitled to make up to three

demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition,

these holders will have “piggy-back” registration rights to include their securities in other registration statements

filed by us. We will bear the expenses incurred in connection with the filing of any such registration statements. In connection

with the Closing, the Initial Stockholders and certain other stockholders will enter into a Registration Rights Agreement with

us that will replace the existing registration rights agreement in its entirety. See the description of the Registration Rights

Agreement elsewhere in this report.

Underwriting Agreement

The underwriter was entitled to an underwriting

discount of $0.20 per share, or approximately $2.4 million in the aggregate, paid upon the closing of the Initial Public Offering.

In addition, $0.35 per share, or approximately $4.2 million in the aggregate will be payable to the underwriter for deferred underwriting

commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event

that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies and Estimates

Investments Held in the Trust Account

Our portfolio of investments held in the

Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company

Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a

combination thereof. Our investments held in the Trust Account are classified as trading securities. Trading securities are presented

on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value

of these investments are included in interest earned from investments held in Trust Account in the statement of operations. The

estimated fair values of investments held in the Trust Account are determined using available market information, other than for

investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company

uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.

Class A Common Stock Subject

to Possible Redemption

We account for our Class A common

stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”

Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured

at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption

rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely

within our control) are classified as temporary equity. At all other times, shares of Class A common stock are classified

as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside

of our control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 11,226,874 shares

of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’

equity section of our balance sheet.

Net Loss Per Common Share

We comply with

accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed

by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares of common stock

outstanding for the period.

Our statement of operations includes a

presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of

income per share. Net income per common share, basic and diluted for Class A common stock subject to redemption is calculated

by dividing the interest earned from cash equivalents held in the Trust Account of approximately $4,500, net of applicable franchise

taxes of approximately $4,500 for the period from June 25, 2020 (inception) through December 31, 2020, by the weighted average

number of shares of Class A common stock subject to redemption that is outstanding for the period. Net loss per common share,

basic and diluted for Class B common stock and non-redeemable Class A common stock for the period from June 25, 2020 (inception)

through December 31, 2020 is calculated by dividing the general and administration expenses of approximately $717,000 and franchise

taxes of approximately $95,000, resulting in a net loss of approximately $812,000, by the weighted average number of Class B common

stock and non-redeemable Class A common stock outstanding for the period.

Off-Balance Sheet Arrangements and Contractual Obligations

As of December 31, 2020, we did not

have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii)

of Regulation S-K and did not have any commitments or contractual obligations.

JOBS Act

The Jumpstart

Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting

requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are

allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised

accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As

a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements

as of public company effective dates.

Additionally,

we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on

such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system

of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may

be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii)

comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s

report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv)

disclose certain executive compensation related items such as the correlation between executive compensation and performance and

comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years

following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever

is earlier.

Recent Accounting

Pronouncements

Our management

does not believe there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, that

would have a material effect on our financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Please see our Financial Statements beginning on page F-1 of

this Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS

WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure

Controls and Procedures

Disclosure controls

and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed

to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated

and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding

required disclosure.

As required by Rules

13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of

the effectiveness of the design and operation of our disclosure controls and procedures as of December 5, 2020. Based upon their

evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as

defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Management’s Report on Internal

Control Over Financial Reporting

Management is responsible

for establishing and maintaining adequate internal control over financial reporting for the Company. Management assessed the effectiveness

of our internal control over financial reporting as of December 31, 2020. Based on its assessment, management concluded that our

internal control over financial reporting was effective as of December 31, 2020.

Changes in Internal Control Over Financial

Reporting

During the most recently

completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

Item 10. Directors, Executive Officers

and Corporate Governance.

The following sets forth certain information,

as of the date of this report, concerning the directors and officers of Gemini.

Name Age Position

Jason Meyenburg 44 President, Chief Executive Officer and Director

Brian Piekos 46 Chief Financial Officer

Scott Lauder, Ph.D. 57 Chief Technology Officer

Marc Uknis, M.D. 56 Chief Medical Officer

Jean George(1) 62 Director

Carl Gordon, Ph.D., CFA 55 Director

David Lubner(1) 56 Director

Tuyen Ong, M.D., MRCOphth(1) 45 Director

Jason Rhodes(1) 51 Director

Jim Tananbaum(2) 57 Director

(1) Gemini Designee

(2) Sponsor Designee

Jason Meyenburg has served as our

Chief Executive Officer since September 2019. Previously, from March 2018 to September 2019, Mr. Meyenburg served as Chief Commercial

Officer of Orchard Therapeutics plc, a publicly-traded biotechnology company. Before that, Mr. Meyenburg served as the Chief Commercial

Officer of Sucampo Pharmaceuticals, Inc. from April 2017 to March 2018. Prior to that, Mr. Meyenburg served as the Chief Commercial

Officer of Vtesse, Inc., which became a wholly-owned subsidiary of Sucampo in April 2017, from December 2016 to April 2017. Additionally,

from January 2003 to February 2016, Mr. Meyenburg held roles of increasing responsibility at Alexion Pharmaceuticals, Inc., a publicly-traded

biotechnology company, including most recently as the Senior Vice President of Commercial Operations for the Americas. Mr. Meyenburg

holds an M.B.A. from Duke University and a B.S. in Biochemistry from University of Maryland. We believe that Mr. Meyenburg is qualified

to serve as a member of our board of directors because of his commercial experience in the life sciences industry.

Brian Piekos has served as our Chief Financial Officer

since February 2021. Prior to joining us, Mr. Piekos was most recently Executive Vice President, Chief Financial Officer and Treasurer

of AMAG Pharmaceuticals, Inc., from September 2015 to November 2020. Prior to joining AMAG, he held leadership roles in Corporate

Finance, Tax and Treasury at Cubist Pharmaceuticals, Inc. from August 2010 to February 2015. Mr. Piekos began his career as a healthcare

investment banker at Needham & Company and Leerink Partners, now SVB Leerink. Mr. Piekos earned his MBA from the Simon

Business School at the University of Rochester. He obtained an M.S. in molecular biology from the University of Massachusetts Medical

School and a B.A. in biochemistry from Ithaca College.

Scott Lauder, Ph.D. has served as

our Chief Technology Officer since November 2017. Previously, from October 2016 to October 2017, Dr. Lauder served as our Senior

Vice President of Process Development and Manufacturing. Prior to that, from July 2013 to October 2016, Dr. Lauder served as the

Vice President of Process Sciences and Clinical Manufacturing for Merrimack Pharmaceuticals, Inc., a publicly-traded pharmaceutical

company. Dr. Lauder holds a Ph.D. in Biochemistry from Northwestern University and a B.Sc. in Microbiology from the University

of Manitoba.

Marc Uknis, M.D. has served as our

Chief Medical Officer since March 2020. Previously, in 2020, Dr. Uknis served as Vice President and Head of Clinical Development,

Safety and Pharmacoviligance/Risk Management at Alexion Pharmaceuticals, Inc., a publicly-traded biotechnology company. Prior to

that, Dr. Uknis served as Vice President and Head of Clinical Development, Safety and Pharmacoviligance/Risk Management at Achillion

Pharmaceuticals, Inc., a publicly-traded biotechnology company, from June 2018 until its acquisition by Alexion Pharmaceuticals,

Inc. in January 2020. Prior to that, Dr. Uknis served as Senior Director, Therapeutic Area Lead, Solid Organ and Cellular Transplant

Research and Development at CSL Behring from October 2015 to June 2018. Prior to that, Dr. Uknis served as Director, Clinical Development:

Global Lead, Transplant Medicine R&D at ViroPharma Incorporated from October 2007 to October 2015. Dr. Uknis holds a M.D. from

Temple University and a B.A. in Biology from Temple University.

Jean George has served as a member

of our Board since April 2016. Since February 2002, she has been a Managing Director at Advanced Technology Ventures, a venture

capital fund, where she currently serves as the East Coast lead partner for healthcare investments. Since March 2012, Ms. George

has served as Managing Director at Lightstone Ventures, a venture capital firm. Ms. George currently serves as a member of the

board of directors of the public company, Calithera Biosciences. During the past five years, Ms. George served as a member of the

board of directors of Zeltiq Aesthetics from 2005 to 2015, Catabasis Pharma from 2010 to 2018 and Acceleron Pharma from 2005 to

2020. Ms. George holds an M.B.A. from Simmons College Graduate School of Management and a B.S. in biology from the University of

Maine. We believe that Ms. George is qualified to serve on our board of directors due to her extensive investment and financial

experience.

Carl L. Gordon, Ph.D., CFA has served

as a member of our board of directors since April 2016. Dr. Gordon is a founding member, Managing Partner, and Co-Head of Global

Private Equity at OrbiMed Advisors LLC, an investment firm. Dr. Gordon currently serves on the boards of directors of Adicet Bio,

Inc., Keros Therapeutics Inc., ORIC Pharmaceuticals Inc., Turning Point Therapeutics, Inc., and Prevail Therapeutics, Inc., as

well as several private companies. Dr. Gordon previously served on the boards of directors of several biopharmaceutical companies,

including Alector Inc., Arsanis, Inc. (which merged with X4 Pharmaceuticals, Inc.), Acceleron Pharma Inc., ARMO Biosciences, Inc.,

Intellia Therapeutics, Inc., Passage Bio Inc., Selecta Biosciences, Inc., and SpringWorks Therapeutics Inc. Dr. Gordon received

a B.A. in chemistry from Harvard College, a Ph.D. in molecular biology from the Massachusetts Institute of Technology, and he was

a Fellow at The Rockefeller University. We believe that Dr. Gordon is qualified to serve on our board of directors due to his scientific

expertise, extensive business experience, and experience in venture capital and the life science industry.

David C. Lubner has been a member

of our Board since April 2020. From January 2016, until its acquisition by UCB S.A. in April 2020, Mr. Lubner served as the Executive

Vice President and Chief Financial Officer of Ra Pharmaceuticals, Inc., a publicly-traded biotechnology company. Before that, Mr.

Lubner served as a member of the senior management team of Tetraphase Pharmaceuticals, Inc, from 2006 through 2015. From 2010 to

2015, Mr. Lubner served as Senior Vice President and the Chief Financial Officer of Tetraphase, where he led financial operations

and was responsible for corporate finance activities. From 1999 to 2005, he served as the Chief Financial Officer of PharMetrics

Inc., a pharmacy and medical claims data informatics company, which was acquired by IMS Health in 2015. Prior to joining PharMetrics,

Mr. Lubner served as Vice President and Chief Financial Officer of ProScript, Inc. where Velcade® (bortezomib), a therapy widely

used for treatment of the blood cancer, multiple myeloma, was discovered, from 1996 to 1999. Mr. Lubner is also a member of the

board of directors of Dyne Therapeutics, Inc., a biotechnology company, Therapeutics Acquisition Corporation (d/b/a as Research

Alliance Corp. I.), a blank check company focused on the healthcare industry. Mr. Lubner also serves on the boards of directors

of several private companies and was previously a member of the board of directors of Nightstar Therapeutics plc, (formerly Nasdaq:

NITE), focused on the development of one-time retinal gene therapies for patients suffering from rare inherited retinal diseases,

acquired by Biogen in June 2019. Mr. Lubner is a member of the American Institute of CPAs and a Certified Public Accountant in

the Commonwealth of Massachusetts. Mr. Lubner received his B.S. in business administration from Northeastern University and M.S.

in taxation from Bentley University. We believe that Mr. Lubner is qualified to serve on our board of directors based on his extensive

senior executive experience and his biotechnology company board experience.

Tuyen Ong, M.D., MRCOphth., has

served as a member of our Board since August 2020. Dr. Ong is a board-certified ophthalmologist and biotechnology/pharmaceutical

industry management executive. He currently serves as Senior Vice President and Head of Biogen Ophthalmology Franchise at Biogen.

Dr. Ong served as Chief Development Officer at Nightstar Therapeutics up until its acquisition by Biogen in June 2019. During which

time he was involved with the company’s public listing on the Nasdaq, corporate and gene therapy strategy, investor and M&A

activities. Dr. Ong brings over 20 years of clinical and drug development experience from both large pharma and biotech, working

in the fields of ophthalmology, genetic and rare disease at PTC Therapeutics Inc., Bausch and Lomb Inc. (acquired by Valeant Pharmaceuticals

International, Inc.), and Pfizer. Dr. Ong holds an M.D. from the University College London and an M.B.A. from New York University

Stern School of Business. He is a member of the Royal College of Ophthalmologists and a Churchill Fellow.

Jason Rhodes has been a member of

our Board since April 2016 and a partner at Atlas Ventures since 2014. Mr. Rhodes also served as the founding President and Chief

Executive Officer of Dyne Therapeutics, Inc. from December 2017 to November 2018. From 2010 to 2014, Mr. Rhodes was employed at

Epizyme, Inc., a biotechnology company, where he most recently served as President and Chief Financial Officer. Mr. Rhodes serves

as a member of the board of directors of Dyne Therapeutics, Inc., Replimune Group, Inc., Generation Bio Co. and several private

companies, and previously served as a director at Bicycle Therapeutics, Inc. from 2016 to 2020. Mr. Rhodes earned a B.A. in history

from Yale University and an M.B.A. from the Wharton School of the University of Pennsylvania. We believe that Mr. Rhodes is qualified

to serve on our board of directors based on his extensive leadership experience, his biotechnology company board experience and

his experience investing in life science companies.

Jim Tananbaum has been a director

since June 2020. Prior to the Closing, Dr. Tananbaum also served as the President and Chief Executive Officer of FSDC since June

2020. Dr. Tananbaum is also the chief executive officer of Foresite Capital, a U.S.-focused healthcare investment firm, which he

founded in 2011. Prior to founding Foresite Capital, Dr. Tananbaum served as Co-Founder and Managing Director of Prospect Venture

Partners L.P. II and III, healthcare venture partnerships, from 2000 to 2010. Dr. Tananbaum was also the Founder of GelTex, Inc.

in 1991, an intestinal medicine pharmaceutical company acquired by Sanofi-Genzyme, and Theravance, Inc. in 1997 (now Theravance

Biopharma, Inc., a diversified biopharmaceutical company focused on organ-selective medicines, and Innoviva, Inc., a respiratory-focused

healthcare asset management company partnered with Glaxo Group Limited). Dr. Tananbaum received a B.S. and a B.S.E.E. from Yale

University in Applied Math and Computer Science, and an M.D. and an M.B.A. from Harvard University. Dr. Tananbaum’s qualifications

to serve on our board of directors include his scientific, financial and strategic business development expertise gained as a physician,

founder of two life science companies and venture capital investor focused on life science companies.

Number and Terms of Office of Officers

and Directors

Gemini’s board of directors consists

of seven members following the Closing of the Business Combination. In accordance with the filed Charter, immediately after the

Closing, the board of directors was divided into three classes. At each annual general meeting of stockholders, the successors

to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual

meeting following the election. The directors are divided among the three classes as follows:

Gemini expects that

any additional directorships resulting from an increase in the number of directors will be distributed among the three classes

so that, as nearly as possible, each class will consist of one-third of the directors. The division of the board of directors into

three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Committees of the Board of Directors

Effective upon completion

of the business combination, Gemini’s board of directors established the following committees: an audit committee, a compensation

committee, and a nominating and corporate governance committee. Members will serve on these committees until their resignation

or until otherwise determined by Gemini’s board of directors.

Audit Committee

Gemini’s audit

committee consists of Dr. Carl Gordon, David Lubner and Jason Rhodes. The Board has determined each member of the audit committee

is independent under the listing standards of the Nasdaq Stock Market, or the Listing Standards, and Rule 10A-3(b)(1) of the Exchange

Act. The chairperson of the audit committee is David Lubner. The Board has determined that David Lubner is an “audit committee

financial expert” within the meaning of SEC regulations. The Board has also determined that each member of the audit committee

has the requisite financial expertise required under the applicable requirements of the Nasdaq Stock Market. In arriving at this

determination, the board of directors has examined each audit committee member’s scope of experience and the nature of their

employment in the corporate finance sector.

The primary purpose

of the audit committee is to discharge the responsibilities of the board of directors with respect to our accounting, financial,

and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities

of our audit committee include:

● reviewing policies on risk assessment and risk management;

● reviewing related party transactions;

Compensation Committee

The compensation committee consists of

Jean George, Dr. Tuyen Ong, and Dr. Jim Tananbaum. The Board has determined each member is a “non-employee director”

as defined in Rule 16b-3 promulgated under the Exchange Act and an “outside director” as that term is defined in Section

162(m) of the Internal Revenue Code of 1986, as amended, or the Code. The Board has determined each member of the compensation

committee, other than Dr. Jim Tananbaum, is independent under the Listing Standards. The Listing Standards provide that, under

limited and exceptional circumstances, a director who is not a current officer or employee (or a family member of an officer or

employee) of our company, but who does not otherwise meet the independence criteria, (i) may serve as a member of compensation

committee if such membership is in the best interests of our company and our shareholders and (ii) such member does not serve longer

than two years. The Board has elected to rely on this limited exception in appointing Dr. Jim Tananbaum as a member of the compensation

committee. In making this election, the Board considered Dr. Tananbaum’s extensive experience in the life sciences industry

and the marketplace for life science executives in making this decision. The chairperson of the compensation committee is Dr. Tuyen

Ong. The primary purpose of the compensation committee is to discharge the responsibilities of the board of directors to oversee

its compensation policies, plans and programs and to review and determine the compensation to be paid to its executive officers,

directors and other senior management, as appropriate.

Specific responsibilities of the compensation

committee will include:

● administering our stock and equity incentive plans;

● reviewing our overall compensation philosophy.

Nominating and Corporate Governance Committee

The nominating and

corporate governance committee consists of Jean George, Jason Rhodes and Dr. Jim Tananbaum. The Board has determined each member

of the nominating and corporate governance committee, other than Dr. Jim Tananbaum, is independent under the Listing Standards.

The Listing Standards provide that, under limited and exceptional circumstances, a director who is not a current officer or employee

(or a family member of an officer or employee) of our company, but who does not otherwise meet the independence criteria, (i) may

serve as a member of nominating and corporate governance committee if such membership is in the best interests of our company and

our shareholders and (ii) such member does not serve longer than two years. The Board has elected to rely on this limited exception

in appointing Dr. Jim Tananbaum as a member of the nominating and corporate governance committee. In making this election, the

Board considered Dr. Tananbaum’s extensive experience in the life sciences industry and in serving on the board of directors

of numerous organizations. The chairperson of our nominating and corporate governance committee is Jean George.

Specific responsibilities of our nominating

and corporate governance committee include:

● reviewing developments in corporate governance practices;

● evaluating the adequacy of our corporate governance practices and reporting;

● reviewing management succession plans; and

Director Nominations

Gemini’s board

of directors will consider director candidates recommended for nomination by Gemini’s shareholders during such times as they

are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting

of shareholders). Gemini’s shareholders that wish to nominate a director for election to Gemini’s board of directors

followed the procedures set forth in Gemini’s bylaws.

Gemini has not formally

established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general,

in identifying and evaluating nominees for director, the board of directors will consider educational background, diversity of

professional experience, knowledge of Gemini’s business, integrity, professional reputation, independence, wisdom, and the

ability to represent the best interests of Gemini’s stockholders.

Compensation Committee Interlocks and Insider Participation