2021-08-05T11:32:42-05:00 2021-03-31 910189318 MOSS ADAMS LLP 10960 WILSHIRE BLVD SUITE 1100 LOS ANGELES CA 90024 990 2020-04-01 954002032 THE ALFRED E MANN FOUNDATION FOR SCIENTIFIC RESEARCH ALFR 6617026700 25134 RYE CANYON LOOP SANTA CLARITA CA 91355 ROBERT GREENBERG CEO 6617026700 2021-07-28 1 ROBERT GREENBERG 999009999 WENDY CAMPOS P00448102 3104770450 2021-07-28 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z ROBERT GREENBERG 25134 RYE CANYON LOOP SANTA CLARITA CA 91355 334870499 0 X WWW.AEMF.ORG X 1985 CA CONDUCT MEDICAL AND SCIENTIFIC RESEARCH 6 5 48 5 0 0 936 995 887240 944985 -104857 206241 1529155 224811212 2312474 225963433 5000 5000 0 0 9341164 13789592 0 0 0 4512944 8623613 13859108 22418205 -11546634 203545228 59071014 307411437 11490776 2731424 47580238 304680013 X THE ALFRED E. MANN FOUNDATION FOR SCIENTIFIC RESEARCH IS A MEDICAL RESEARCH ORGANIZATION DEDICATED TO DEVELOPING AND COMMERCIALIZING INNOVATIVE SOLUTIONS FOR SIGNIFICANT UNMET MEDICAL CONDITIONS. 0 0 1546001 0 312092 IMPLANTABLE MYOELECTRIC SENSOR II (INFINITY) + OSSURTHE INITIAL IMES COLLABORATION WAS RE-VITALIZED TO COMMENCE RESEARCH AND DEVELOPMENT WORK ON A SECOND GENERATION OF IMES, IMES INFINITY, WHICH WILL CONTAIN ADVANCED FEATURES BASED ON PATIENT FEEDBACK RECEIVED FROM THE IMES I CLINICAL TRIAL. THESE FEATURES ARE INTENDED TO IMPROVE MEDICAL OUTCOMES AT NO ADDITIONAL COST TO THE PATIENT OR HEALTHCARE SYSTEM. THE TECHNOLOGY HAS BEEN LICENSED TO OSSUR AND IS IN DESIGN TRANSFER.STATUS: ADDITIONAL ANALYSIS AND DEVELOPMENT WORK WAS DONE TO PREDICT FEASIBILITY OF THE USE OF THE DEVICE ON LOWER LIMBS; THE PRODUCT WAS TRANSFERRED TO A COMMERCIAL PARTNER (OSSUR) INCLUDING DOCUMENTATION OF ALL ELEMENTS OF THE UPPER LIMB PRODUCT; BUILD OF INITIAL CLINICAL IMES INFINITY UNITS WAS STARTED AT AMF; AN EVALUATION OF POTENTIAL APPROACHES TO REGULATORY APPROVAL WITHIN THE US AND IN EUROPE WAS CONDUCTED. 3747502 5000 0 OBSTRUCTIVE SLEEP APNEA AMF IS INVESTIGATING THE NEED FOR NEWER METHODS TO TREAT OSA (OBSTRUCTIVE SLEEP APNEA). OSA IS AN UNDER-DIAGNOSED AND UNDER-TREATED MEDICAL CONDITION THAT HAS BEEN LINKED TO SEVERAL SERIOUS CO-MORBIDITIES, INCLUDING HEART DISEASE. CURRENT TREATMENT OPTIONS ARE POORLY TOLERATED AND WHEN ADOPTED, HAVE LOW COMPLIANCE RATES. THE AIM OF THE AMF PROGRAM IS TO DEVELOP A NEUROSTIMULATION SYSTEM THAT WILL IMPROVE MEDICAL OUTCOMES AT A LOWER COST THAN CURRENTLY AVAILABLE TREATMENT OPTIONS, WHILE ADDRESSING THE PATIENT COMPLIANCE ISSUE. SUCH A PRODUCT SYSTEM WILL CONSIST OF A FULLY IMPLANTABLE NEURAL STIMULATOR SENSOR, CLOSED LOOP SYSTEM WITH SEAMLESS OPERATION REQUIRING MINIMAL INTERACTION FROM A PATIENT, WITH THE GOAL OF OFFERING A HIGHER LEVEL OF PATIENT SATISFACTION, ADOPTION, AND COMPLIANCE.STATUS:A NEW MECHANICAL DESIGN WAS DEVELOPED AND BUILT INTO DEMO UNITS; PROTOTYPE ELECTRONICS CIRCUITY FOR DEMONSTRATION PURPOSES HAS BEEN DEVELOPED AND BUILT INTO FORM FACTOR UNITS; DEMONSTRATION SOFTWARE WAS DEVELOPED USING A TABLET COMPUTER; PLANNING, DESIGN, AND DEVELOPMENT OF THE FIRSTIN-HUMAN IMPLANT AND EXTERNALS HAVE BEEN INITIATED AND ARE WELL UNDER WAY; SEVERAL NON-SIGNIFICANT RISK CLINICAL STUDIES ARE UNDERWAY OR COMPLETED, INCLUDING A STUDY AT UCLA, ONE CONDUCTED BY HARVEY MUDD COLLEGE, AND AN INTERNAL VOLUNTEER STUDY. 8927627 0 4997438 NEW PROJECT DEVELOPMENTTHIS PROGRAM COVERS (A) THE MONITORING AND EVALUATION OF SEVERAL EARLY STAGE ADVANCED RESEARCH AND DEVELOPMENT EFFORTS UNDERWAY THAT ARE DIRECTED AT DEVELOPING ADVANCED TECHNOLOGIES, PROJECT IDEAS AND CONCEPTS BEFORE THEY ARE ELEVATED TO THE STATUS OF FULL-FLEDGED DEVELOPMENT PROGRAMS, AND (B) ONGOING EFFORTS RELATED TO THE ADVANCEMENT OF COMMERCIAL DEVELOPMENT AND PROTECTION OF INTELLECTUAL PROPERTY OF THESE PROJECTS ACROSS THE DEVELOPMENT LIFECYCLE. THE TEAM COMPRISES THE FULL RANGE OF EXPERTISE AVAILABLE AT AMF, INCLUDING SENIOR EXECUTIVE MANAGEMENT, RESEARCH SCIENTISTS AND ENGINEERS, LEGAL AND INTELLECTUAL PROPERTY EXPERTS, BUSINESS STRATEGISTS AND ANALYSTS.EXPENSES MAY INCLUDE ONGOING PARTICIPATION IN THE DEVELOPMENT EFFORT INCLUDING RESEARCH AND DEVELOPMENT SUPPORT, COLLABORATION MANAGEMENT, SERVICE IN MANAGEMENT OR ON THE BOARD OF DIRECTORS OF SPINOUT ENTITIES, PATENT PROSECUTION AND THE PROSECUTION OF INFRINGEMENT ACTIONS TO PROTECT THE VALUE OF THE INTELLECTUAL PROPERTY WE CREATE. IN ADDITION TO PAYROLL EXPENSES AND DIRECT EXPENSES PAID TO OUTSIDE VENDORS FOR GOODS AND SERVICES RELATED TO PROJECTS, EXPENSES IN THIS PROGRAM MAY INCLUDE PATENT PROSECUTION EXPENSES AND FEES, LEGAL FEES (FOR INTERNAL AND OUTSIDE LEGAL COUNSEL) FOR EXPENSES TO CREATE, PRESERVE AND PROTECT INTELLECTUAL PROPERTY FROM INFRINGEMENT AND REMEDY PAST INFRINGEMENT, AND INCENTIVE AND OTHER COMPENSATION PAYMENTS TO EMPLOYEES AND OTHERS RELATED TO THESE PROGRAMS AND ACTIONS. IN SOME CASES, CERTAIN OF THESE EXPENDITURES MIGHT BE INCURRED LONG AFTER THE PROJECTS HAVE BEEN LAUNCHED INTO SPINOUT COMPANIES OR LICENSED TO THIRD PARTIES.REVENUES ASSOCIATED WITH THESE PROJECTS (SOME OF WHICH MAY ACCRUE LONG AFTER THE PROJECT AND ANY RELATED PROGRAM HAVE BEEN OUT-LICENSED OR LAUNCHED INTO A SPINOUT COMPANY) MAY INCLUDE RECOVERIES OF JUDGMENTS OR SETTLEMENTS FROM PATENT INFRINGEMENT LITIGATION, ROYALTIES ON NET SALES OF LICENSED PRODUCTS, MILESTONE PAYMENTS, ONGOING CONTRACT R&D FROM PARTNERS, LICENSEES AND SPINOUT COMPANIES, INTEREST, AND PROCEEDS OF LIQUIDITY EVENTS (E.G., INITIAL PUBLIC OFFERINGS, ACQUISITIONS) INVOLVING RETAINED EQUITY INTERESTS IN PROJECTS THAT HAVE BEEN SPUN OUT INTO STARTUP COMPANIES.STATUS:A THOROUGH ASSESSMENT OF 22 POTENTIAL NEW INDICATIONS FOR A NOVEL AMF NEUROMODULATION SYSTEM WAS COMPLETED, INCLUDING THE DEVELOPMENT OF A SCORING METRIC TO HELP PRIORITIZE POTENTIAL PROJECTS; A BUSINESS CASE ANALYSIS WAS COMPLETED FOR THE THREE INDICATIONS THAT EMERGED AS THE LEADING CANDIDATES IN ORDER TO FURTHER PRIORITIZE; AN EXTENSIVE REVIEW OF THE INTELLECTUAL PROPERTY LANDSCAPE FOR THESE INDICATIONS WAS COMPLETED; ASSESSMENT OF APPROXIMATELY TEN EARLY-STAGE COMPANIES WAS CONDUCTED TO DETERMINE IF THERE WAS A POTENTIAL COLLABORATION FIT WITH AMF; A POTENTIAL JOINT VENTURE WAS EXPLORED IN SOME DEPTH. WHILE THE JOINT VENTURE DID NOT MATERIALIZE, THERE REMAINS A POSSIBILITY THAT AMF WILL LICENSE TECHNOLOGY/IP FROM THE OTHER PARTY; INCENTIVE COMPENSATION PAYMENTS WERE ISSUED TO PARTICIPANTS IN TWO LONG-TERM INCENTIVE PLANS RELATED TO A) AXONICS, AND B) COCHLEAR LITIGATION AWARD RECEIVED IN 2020, RESULTING FROM THE RESOLUTION OF THE PATENT INFRINGEMENT LITIGATION RELATING TO COCHLEAR IMPLANT INTELLECTUAL PROPERTY OWNED BY AMF. LEGAL EXPENSES CONTINUE TO BE ACCRUED THROUGH THE WRAP-UP PHASE OF THIS LITIGATION. 145839 0 345379 ORION AMF IS SUPPORTING THE DEVELOPMENT OF A NEW, GROUNDBREAKING VISUAL CORTICAL PROSTHESIS FOR THE PARTIAL RESTORATION OF VISION TO PATIENTS SUFFERING FROM DISORDERS SUCH AS DIABETIC RETINOPATHY, GLAUCOMA, OR TRAUMA TO THE EYES OR OPTIC NERVE. IT IS A FULLY IMPLANTABLE, NEURAL-INTERFACE SYSTEM CAPABLE OF ELECTRICALLY STIMULATING THE HUMAN VISUAL CORTEX AND RESTORING VISUAL PERCEPTION TO PROFOUNDLY BLIND PATIENTS WHO TODAY HAVE NO OTHER TREATMENT OPTIONS. THIS HIGHDENSITY CORTICAL STIMULATION PROSTHESIS, CALLED THE ORION TM, HAS AN ARRAY SPECIFICALLY DESIGNED FOR THE VISUAL CORTEX. THE GOAL OF THIS PROJECT IS TO FINALIZE THE DESIGN OF THE CORTICAL PROSTHESIS THROUGH AN IDE EARLY FEASIBILITY HUMAN CLINICAL TRIAL.STATUS:INITIAL CLINICAL TRIAL RESULTS IN THE FIRST PATIENTS ARE ENCOURAGING; AMF HAS BEEN KEY IN THE PROGRAM MANAGEMENT BY PROVIDING ACCESS TO ONE OF THE PRINCIPAL INVESTIGATORS; IN ADDITION, AMF HAS BEEN SUPPORTING VARIOUS MECHANICAL AND ELECTRICAL ENGINEERING ACTIVITIES; AMF MAY HAVE INTEREST IN INCREASING ITS SUPPORT LEVEL FOR THE PROGRAM. 411460 0 0 IMPLANTABLE DRUG PUMPTHE IMPLANTABLE DRUG PUMP (IDP) PROGRAM WAS ONCE AN INTERNAL AMF PROGRAM THAT WAS SPUN OUT INTO A FOR-PROFIT SUBSIDIARY, MEDALLION THERAPEUTICS, INC. AMF CEASED OPERATIONS OF THIS SUBSIDIARY AND BROUGHT BACK INTO AMF ALL INTELLECTUAL PROPERTY AND OTHER ASSETS RELATING TO THE IDP IN LATE 2019. SINCE THAT TIME, AMF HAS CONTINUED TO SEARCH FOR SUITABLE PARTNERS TO DEVELOP THE IDP FURTHER IN CERTAIN FIELDS OF USE REQUIRING DRUG DELIVERY FOR CHRONIC CONDITIONS. THE IDP IS A SOPHISTICATED, HIGHLY PROGRAMMABLE DRUG INFUSION DEVICE THAT IS IMPLANTED IN THE BODY AND REFILLED VIA A HYPODERMIC NEEDLE THROUGH THE SKIN. INFUSION RATES AND SCHEDULES MAY BE PROGRAMMED, AND VIA VARIOUS FORMS OF CATHETERS, DRUGS CAN BE DELIVERED INTRATHECALLY TO THE SPINAL COLUMN, INTO THE ABDOMEN, INTO THE BRAIN, OR INTRAVENOUSLY. STATUS: SEVERAL DISCUSSIONS IN EXPLORATION OF LICENSING AND COMMERCIALIZATION OPPORTUNITIES HAVE BEEN INITIATED IN CERTAIN FIELDS OF USE; AMF HAS EXPLORED AND APPLIED FOR MULTIPLE GRANTS TO FURTHER THE DEVELOPMENT OF THE IDP IN THE FIELD OF PAIN; DESIGN UPDATES AND UPGRADES HAVE BEEN IDENTIFIED. 557299 0 345379 14778429 1 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 33 0 1 48 1 0 0 0 0 0 0 0 0 0 0 1 0 X 6 5 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 1 1 CA X FARAH BOROOMAND 6617026731 25134 RYE CANYON LOOP SANTA CLARITA CA 91355 JOHN PETROVICH PRESIDENT AND CEO (THRU 3/31/21) 40.00 X 2113472 0 42351 FARAH BOROOMAND CHIEF FINANCIAL OFFICER 43.00 X 1629973 0 46245 DAVID HANKIN FORMER CEO (THRU 7/31/17) 0.00 X 1659778 0 0 MARK CHAMBERLAIN FORMER COO (THRU 3/29/20) 0.00 X 1358681 0 893 ROBERT GREENBERG EXECUTIVE CHAIRMAN OF THE BOARD 40.00 X X 562187 0 42891 BRIAN DEARDEN DIRECTOR, ELECTRICAL ENGINEERING 43.00 X 214657 0 41333 MICHAEL PERRIN VP QUAL ASSUR, REGULATORY, OPERATIONS 40.00 X 221735 0 30391 JOSEPH CALDERON DIRECTOR, MECHANICAL ENGINEERING 45.00 X 196926 0 39436 NEIL TALBOT VP, RESEARCH & TECHNOLOGY 41.00 X 200097 0 24288 VALMA KLEIN VICE PRESIDENT, CLINICAL AFFAIRS 42.00 X 191518 0 27926 PHILIP LEE ASSISTANT GENERAL COUNSEL 43.00 X 172760 0 33052 BRIAN SHELTON DIRECTOR, SOFTWARE AND SYSTEMS DEV 40.00 X 189139 0 12680 SAM W BOWMAN PRINCIPAL ENGINEER ELECTRICAL 40.00 X 169256 0 22812 CHRISTOPHER FLECK MANUFACTURING ENGINEERING DIRECTOR 40.00 X 177723 0 12374 KAREN MORRIS SR. DIRECTOR, HR & FACILITIES MGMT. 40.00 X 162454 0 26325 XIADONG YANG SYSTEMS VALIDATION GROUP MANAGER 40.00 X 150893 0 26896 OLEH ZAJAC PATENT ADMINISTRATOR 40.00 X 136799 0 19992 MARI DANIHEL BOARD MEMBER 1.50 X 0 0 0 KEN WEATHERWAX BOARD MEMBER 2.00 X 0 0 0 RICHARD WAUGH BOARD MEMBER 2.00 X 0 0 0 DAVID GILL BOARD MEMBER 2.00 X 0 0 0 DAVID SCOTT BOARD MEMBER 1.50 X 0 0 0 9508048 0 449885 26 1 1 0 MORGAN LEWIS & BOCKIUS LLP 1701 MARKET STREET PHILADELPHIA PA 19103 LEGAL GENERAL, PATENT & TRADE, COCHLEAR 2712554 COVINGTON & BURLING LLP ONE CITYCENTER 850 TENTH STREET N WASHINGTON DC 20001 LEGAL GENERAL 104486 BRIAN MECH 1529 PULASKI ROAD BUFFALO MN 55313 CONSULTING 103925 3 995 995 RESEARCH GRANT INCOME 900099 345379 345379 IMES II PROGRAM REVENUE 900099 312092 312092 NEW PROJECT DEVELOPMENT 900099 287514 287514 944985 208410 208410 4709924 4709924 108903497 1400 108901366 5700 2131 -4300 -2169 -2169 LAWSUIT SETTLEMENT PROCEEDS 900099 220101288 220101288 220101288 225963433 5654909 0 220307529 5000 5000 6444940 3917106 2527834 2966247 2717280 248967 3201336 2900951 300385 85272 61700 23572 590772 484106 106666 501025 422021 79004 1663780 1548069 115711 94478 16700 77778 685491 576421 109070 14995 14995 1053911 859704 194207 122317 87949 34368 941559 748689 192870 86 24 62 6931 6423 508 3500000 3500000 374273 330297 43976 76440 60721 15719 RECRUITING EXPENSE 65909 399 65510 EMPLOYEE MORALE 14477 11601 2876 EMPLOYEE TRAINING 5885 5285 600 TUITION REIUMBURSEMENT 2988 2988 93 93 22418205 14778429 7639776 0 868093 30566852 10066791 174571573 8361 11795 1258458 0 92936 225377 8262831 7579959 641171 682872 40819608 96004228 2457544 1479795 1571358 1529700 1286694 2339245 59071014 307411437 3490776 2731424 8000000 0 11490776 2731424 X 47580238 304680013 47580238 304680013 59071014 307411437 203545228 53554547 0 X 0 1 X 1 0 X WALTER REED NATIONAL MILITARY MEDICAL CENTER BETHESDA MD UCLA FOUNDATION LOS ANGELES CA 1239514 771974 467540 4993290 4848187 145103 2030027 1959798 70229 682872 X 276017980 53554547 53554547 222463433 3500000 3500000 225963433 18918205 0 18918205 3500000 3500000 22418205 PART X, LINE 2: THE ALFRED E. MANN FOUNDATION FOR SCIENTIFIC RESEARCH IS EXEMPT FROM FEDERAL INCOME AND CALIFORNIA FRANCHISE TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND THE CORRESPONDING CALIFORNIA PROVISIONS. THE FOUNDATION'S SUBSIDIARIES WERE C CORPORATIONS SUBJECT TO FEDERAL INCOME AND CALIFORNIA FRANCHISE TAXES. THE ALFRED E. MANN FOUNDATION FOR SCIENTIFIC RESEARCH HAD NO SIGNIFICANT UNRELATED BUSINESS INCOME TAX DURING THE YEARS ENDED MARCH 31, 2021 AND 2020. ACCORDINGLY, NO TAX PROVISION FOR UNRELATED BUSINESS INCOME HAS BEEN MADE IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED MARCH 31, 2021 AND 2020. THE FOUNDATION, UNDER THE PROVISIONS OF ASC 740, INCOME TAXES, HAD NO UNCERTAIN TAX POSITIONS REQUIRING ACCRUAL AS OF MARCH 31, 2021 AND 2020. PART XI, LINE 4B - OTHER ADJUSTMENTS: INVESTMENT INTEREST EXPENSE 3,500,000. PART XII, LINE 4B - OTHER ADJUSTMENTS: INVESTMENT INTEREST EXPENSE 3,500,000. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 207920 CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENT FEE EXPENDITURES 120 0 0 0 0 0 0 208040 0 208040 1 0 1 1 1 0 PART I, LINE 3: THE ACCRUAL METHOD OF ACCOUNTING IS USED FOR BOTH AMOUNTS REPORTED AS INVESTMENTS AND EXPENDITURES. PART III ACCOUNTING METHOD: X X X 0 0 0 1 0 0 0 1 0 JOHN PETROVICH PRESIDENT AND CEO (THRU 3/31/21) 358937 0 1754535 0 0 0 8550 0 33801 0 2155823 0 0 0 FARAH BOROOMAND CHIEF FINANCIAL OFFICER 260994 0 1368979 0 0 0 7592 0 38653 0 1676218 0 0 0 DAVID HANKIN FORMER CEO (THRU 7/31/17) 0 0 1659778 0 0 0 0 0 0 0 1659778 0 0 0 MARK CHAMBERLAIN FORMER COO (THRU 3/29/20) 6058 0 1306469 0 46154 0 0 0 893 0 1359574 0 0 0 ROBERT GREENBERG EXECUTIVE CHAIRMAN OF THE BOARD 447187 0 115000 0 0 0 8550 0 34341 0 605078 0 0 0 BRIAN DEARDEN DIRECTOR, ELECTRICAL ENGINEERING 175902 0 38755 0 0 0 4803 0 36530 0 255990 0 0 0 MICHAEL PERRIN VP QUAL ASSUR, REGULATORY, OPERATION 176729 0 45006 0 0 0 5131 0 25260 0 252126 0 0 0 JOSEPH CALDERON DIRECTOR, MECHANICAL ENGINEERING 158171 0 38755 0 0 0 5732 0 33704 0 236362 0 0 0 NEIL TALBOT VP, RESEARCH & TECHNOLOGY 195097 0 5000 0 0 0 6019 0 18269 0 224385 0 0 0 VALMA KLEIN VICE PRESIDENT, CLINICAL AFFAIRS 172018 0 19500 0 0 0 5147 0 22779 0 219444 0 0 0 PHILIP LEE ASSISTANT GENERAL COUNSEL 157760 0 15000 0 0 0 4569 0 28483 0 205812 0 0 0 BRIAN SHELTON DIRECTOR, SOFTWARE AND SYSTEMS DEV 173739 0 15400 0 0 0 4976 0 7704 0 201819 0 0 0 SAM W BOWMAN PRINCIPAL ENGINEER ELECTRICAL 152656 0 16600 0 0 0 3949 0 18863 0 192068 0 0 0 CHRISTOPHER FLECK MANUFACTURING ENGINEERING DIRECTOR 172723 0 5000 0 0 0 4034 0 8340 0 190097 0 0 0 KAREN MORRIS SR. DIRECTOR, HR & FACILITIES MGMT. 147954 0 14500 0 0 0 4221 0 22104 0 188779 0 0 0 XIADONG YANG SYSTEMS VALIDATION GROUP MANAGER 144893 0 6000 0 0 0 3976 0 22920 0 177789 0 0 0 OLEH ZAJAC PATENT ADMINISTRATOR 125799 0 11000 0 0 0 3493 0 16499 0 156791 0 0 0 PART I, LINE 5 BONUSES WERE PAID THIS YEAR UNDER TWO INCENTIVE COMPENSATION PLANS KNOWN AS THE ALFRED MANN FOUNDATION FOR SCIENTIFIC RESEARCH INCENTIVE COMPENSATION PLAN AMF V. COCHLEAR CORP., ET AL. (RESULTING FROM A RESOLUTION OF A PATENT LITIGATION INFRINGEMENT) AND THE ALFRED MANN FOUNDATION FOR SCIENTIFIC RESEARCH INCENTIVE COMPENSATION PLAN AXONICS MODULATION TECHNOLOGIES. THE LATTER WILL CONTINUE UPON THE RECEIPT BY AMF FROM AXONICS QUARTERLY ROYALTIES UNDER A LICENSE AGREEMENT BETWEEN AMF AND AXONICS COVERING CERTAIN AMF PATENTS AND OTHER INTELLECTUAL PROPERTY LICENSED TO AXONICS TILL THE EXPIRATION OF THE PATENTS. THESE PLANS ARE ALSO REFERRED TO AS LONG-TERM INCENTIVE PLANS, OR "LTIP"S, AND WERE APPROVED BY THE BOARD OF DIRECTORS EFFECTIVE AS OF APRIL 1, 2014, AS AMENDED AND RESTATED ON AUGUST 3, 2016. AS STATED IN THE PLAN, "THE PURPOSE OF THESE PLANS IS TO ENHANCE THE ABILITY OF AMF TO ATTRACT AND RETAIN HIGHLY QUALIFIED EMPLOYEES BY PROVIDING INCENTIVE COMPENSATION OPPORTUNITIES. TO THE EXTENT THE PLANS PROVIDE FOR A DEFERRAL OF COMPENSATION, THE PLANS ARE INTENDED TO BE AN INELIGIBLE DEFERRED COMPENSATION PLAN WITHIN THE MEANING OF SECTION 457(F) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")." THESE PLANS ARE INTENDED TO BE A NONQUALIFIED DEFERRED COMPENSATION PLAN WITHIN THE MEANING OF CODE SECTION 457(F), AND AS SUCH PARTICIPATION IS LIMITED TO EMPLOYEES WHO (I) QUALIFY FOR INCLUSION IN A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES" WITHIN THE MEANING OF ERISA SECTIONS 201(2), 301(A)(3) AND 401(A)(1), AND (II) ARE DESIGNATED BY THE COMMITTEE TO BE ELIGIBLE FOR A COMPENSATION AWARD. EMPLOYEES DESIGNATED TO RECEIVE AWARDS ENTER INTO AN INDIVIDUAL AWARD AGREEMENTS UNDER THE PLAN. PLAN AWARDS PROVIDE LONG-TERM, DEFERRED INCENTIVE COMPENSATION TO AWARD RECIPIENTS MEANT TO SERVE AS A GENERAL EMPLOYEE RETENTION TOOL, AND ALSO TO REWARD KEY PARTICIPANTS IN THE UNDERLYING PROJECT OR RESEARCH EFFORT THAT WAS THE SUBJECT OF THE LTIPS. UPON ACTUAL RECEIPT BY AMF OF PROCEEDS OF A LIQUIDITY EVENT (AND AFTER DEDUCTING CERTAIN AMOUNTS DESIGNED TO REIMBURSE AMF FOR ITS COSTS OF THE UNDERLYING ASSET), AN AWARD POOL IS CREATED AND AWARD RECIPIENTS ARE PAID A PERCENTAGE OF THE NET PROCEEDS RECEIVED BY AMF. TYPICALLY, THE TOTAL AWARDS TO ALL RECIPIENTS IN ANY PLAN DO NOT EXCEED 12.00% OF THE AMOUNT OF NET PROCEEDS REALIZED BY AMF. NO AMOUNTS ARE PAYABLE UNLESS AND UNTIL AMF HAS ACTUALLY RECEIVED THE PROCEEDS OF A LIQUIDITY EVENT OR ROYALTIES UNDER THE LICENSE AGREEMENT. THE AWARDS ARE SUBJECT TO SEVERAL CONDITIONS, DESIGNED TO PROVIDE A SUBSTANTIAL RISK OF FORFEITURE TO THE AWARD RECIPIENT. AMONG THESE CONDITIONS AND RISKS ARE: - THE RISK OF FORFEITURE IF THE RECIPIENT LEAVES THE EMPLOY OF AMF OR IS TERMINATED PRIOR TO VESTING (THERE IS A 5 YEAR VESTING PERIOD FOR THE AWARD, AND AWARDS FURTHER DO NOT VEST EVEN DURING THIS 5 YEAR PERIOD TO THE EXTENT THAT A LIQUIDITY EVENT SHALL NOT HAVE YET OCCURRED). THERE ARE VERY LIMITED EXCEPTIONS FOR RETIREMENT, DEATH AND DISABILITY. - THE RISK THAT THE PROCEEDS OF A LIQUIDITY EVENT WILL FAIL TO EXCEED PREDETERMINED COST REIMBURSEMENT HURDLES THAT ARE BUILT INTO EACH AWARD AGREEMENT. - THE RISK THAT THE UNDERLYING PROJECT OR SPINOUT COMPANY FAILS TO ACHIEVE A LIQUIDITY EVENT AT ALL. - THERE ARE ANNUAL AND CUMULATIVE CAPS TO THE PAYMENT OF AWARDS UNDER THE AWARD AGREEMENT. - RESTRICTIONS SET FORTH IN EACH AWARD AGREEMENT LIMIT THE MAXIMUM AMOUNT OF PROCEEDS TO WHICH A RECIPIENT'S AWARD PERCENTAGE WILL APPLY. THE PLANS AND THE AWARD AGREEMENTS WERE APPROVED BY THE BOARD OF DIRECTORS AFTER REVIEWING DETAILED COMPENSATION ANALYSIS INFORMATION PREPARED BY AN INDEPENDENT FIRM AND RECEIVING OUTSIDE LEGAL ADVICE, BOTH RELATING TO THE REASONABLENESS OF THE LTIP COMPENSATION. THE LTIPS REQUIRE THAT THIS COMPENSATION ANALYSIS BE UPDATED AT LEAST EVERY TWO YEARS, AND THIS WAS DONE IN 2016, 2018, 2020 AND MOST RECENTLY IN 2021. PART I, LINE 7 REGULAR ANNUAL BONUSES ARE PAID PURSUANT TO AMF'S ANNUAL INCENTIVE PLAN, WHICH IS REVIEWED, RENEWED AND APPROVED EACH YEAR BY THE BOARD OF DIRECTORS. THESE BONUSES ARE BASED ON ACHIEVEMENT OF PERSONAL AND CORPORATE GOALS, AMONG OTHER CONSIDERATIONS, AND ARE APPROVED BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11B A DRAFT OF THE 990 WILL BE PRESENTED BY MANAGEMENT TO THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS FOR THEIR REVIEW AND DISCUSSION. A FULL COPY OF THE FORM WILL BE PROVIDED TO ALL VOTING MEMBERS PRIOR TO FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST DISCLOSURES ARE UPDATED ANNUALLY AND POTENTIAL CONFLICTS ARE REVIEWED PRIOR TO PARTICIPATING IN TRANSACTIONS. IF A CONFLICT EXISTS, THE PERSON WITH A CONFLICT DOES NOT VOTE. FORM 990, PART VI, SECTION B, LINE 15 THE BOARD OF DIRECTORS REVIEWS AND APPROVES THE COMPENSATION OF THE CEO AND HIS DIRECT REPORTS INCLUDING THE CFO. THEY ALSO REVIEW AND APPROVE THE OVERALL ANNUAL ADJUSTMENTS TO COMPENSATION OF OTHER EMPLOYEES. SPECIFIC ADJUSTMENTS FOR OTHER EMPLOYEES ARE HANDLED BY THE CEO AND HEAD OF HUMAN RESOURCES USING COMPARISONS TO SALARY SURVEYS FOR SIMILAR POSITIONS AND EXPERIENCE. THE BOARD OF DIRECTORS APPROVED COMPENSATION FOR THE CEO AND HIS DIRECT REPORTS INCLUDING THE CFO AND THE EXECUTIVE CHAIRMAN, ON 4/09/20. THIS PROCESS WAS DOCUMENTED. FORM 990, PART VI, SECTION C, LINE 19 MEMBERS OF THE PUBLIC OR INTERESTED PARTIES MAY REQUEST TO REVIEW OR RECIEVE A COPY OF THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS BY PHONE OR MAIL. MONOLYTHIX INC 25134 RYE CANYON LOOP VALENCIA CA 91355 464616473 MONOLITHIC STRUCTURE DEVELOPMENT FOR DISEASE DETECTION, BLOOD ANALYSIS, AND NV ALFRED E MANN FOUNDATION FOR SCIENTIFIC RESEARCH C 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0