2020-06-23T10:44:03-05:00 2019-12-31 131639826 EISNERAMPER LLP 130 NORTH 18TH STREET SUITE 3000 PHILADELPHIA PA 191032757 990 2019-01-01 460886344 TRANSCELERATE BIOPHARMA INC TRAN 4845391230 100 FOUR FALLS CORP CENTER NO 655 WEST CONSHOHOCKEN PA 19428 DALVIR GILL PHD CEO 4845391230 2020-06-11 1 HELEN M MARTIN P01330899 2158818800 64.238.150.4 2020-06-11 08:20:16 ED P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 0EDE4F5BE59FB99924CAAEE7408372872BC47088 2019 2020-09-23 17:36:50Z DALVIR GILL PHD 100 FOUR FALLS CORP CENTER NO 655 WEST CONSHOHOCKEN PA 19428 27979345 0 X WWW.TRANSCELERATEBIOPHARMAINC.COM X 2012 DE IMPROVE THE HEALTH OF PEOPLE IN THE WORLD BY ENHANCING THE R&D OF INNOVATIVE THERAPIES.TRANSCELERATE BIOPHARMA INC. IS A NON-PROFIT ORGANIZATION DEDICATED TO IMPROVING THE HEALTH OF PEOPLE AROUND THE WORLD BY ACCELERATING AND ENHANCING THE RESEARCH AND DEVELOPMENT (R&D) OF INNOVATIVE NEW THERAPIES. THE ORGANIZATION'S MISSION IS TO COLLABORATE ACROSS THE GLOBAL BIOPHARMACEUTICAL R&D COMMUNITY TO IDENTIFY, DESIGN AND FACILITATE IMPLEMENTATION OF SOLUTIONS DESIGNED TO DRIVE THE EFFICIENT, EFFECTIVE AND HIGH QUALITY DELIVERY OF NEW MEDICINES.MEMBERSHIP IN TRANSCELERATE IS OPEN TO BIOPHARMACEUTICAL COMPANIES WITH RESEARCH & DEVELOPMENT OPERATIONS. 20 19 24 0 0 0 0 0 25100000 27593333 218445 386012 0 0 25318445 27979345 0 0 0 0 4997839 6651073 0 0 0 25893198 20048999 30891037 26700072 -5572592 1279273 38632750 45613199 31059509 36755773 7573241 8857426 X TRANSCELERATE BIOPHARMA INC. IS DEDICATED TO IMPROVING THE HEALTH OF PEOPLE AROUND THE WORLD BY ACCELERATING AND ENHANCING THE RESEARCH AND DEVELOPMENT (R&D) OF INNOVATIVE NEW THERAPIES.THE ORGANIZATION'S MISSION IS TO COLLABORATE ACROSS THE GLOBAL BIOPHARMACEUTICAL R&D COMMUNITY TO IDENTIFY, DESIGN AND FACILITATE IMPLEMENTATION OF SOLUTIONS DESIGNED TO DRIVE THE EFFICIENT, EFFECTIVE AND HIGH QUALITY DELIVERY OF NEW MEDICINES. TRANSCELERATE EVOLVED FROM CONVERSATIONS AT VARIOUS FORUMS FOR EXECUTIVE R&D LEADERSHIP TO DISCUSS CURRENT ISSUES FACING THE INDUSTRY, AND EXAMINE SOLUTIONS FOR ADDRESSING COMMON CHALLENGES.MEMBERSHIP IN TRANSCELERATE IS OPEN TO BIOPHARMACEUTICAL COMPANIES WITH RESEARCH & DEVELOPMENT OPERATIONS. 0 0 18785418 27593333 BIOCELERATE, A SUBSIDIARY OF TRANSCELERATE BIOPHARMA INC, SCOPED, BUILT, TESTED AND LAUNCHED TOXICOLOGY DATA SHARING RELEASE 3 WHICH INCLUDES DATA UPLOAD ENHANCEMENTS AND ABILITY TO INCLUDE SMILES STRUCTURE DATA IN TOXICOLOGY DATA SHARING. THE MEMBERS CONTRIBUTED TOXICOLOGY AND BACKGROUND CONTROL DATA TO INCREASE THE DATABASE VOLUME AND UTILITY.THE CLINICAL RESEARCH ACCESS INITIATIVE DELIVERED A REGISTRATION TOOL TO IMPROVE THE QUALITY OF TRIAL REGISTRATION DATA THAT CLINICAL TRIAL SPONSORS SUBMIT TO CLINICALTRIALS.GOV, A GOVERNMENT SPONSORED WEBSITE MAINTAINED BY THE NATIONAL INSTITUE OF HEALTH. THE CLINICAL RESEARCH AWARENESS INITIATIVE LAUNCHED TWO PAPERS ON CONSIDERATIONS RELATED TO SHARED DECISION MAKING TECHNIQUES IN THE CLINICAL TRIAL SETTING. THE COMMON PROTOCOL TEMPLATE INITIATIVE LAUNCHED ITS SEVENTH RELEASE ACCOMPANIED BY THE PUBLIC LAUNCH OF THE CLINICAL TEMPLATE SUITE AND ETEMPLATES (INCLUDING CPT, COMMON STATISTICAL ANALYSIS PLAN AND COMMON CLINICAL STUDY REPORT). THE INITIATIVE WAS ALSO REBRANDED AS CLINICAL CONTENT & REUSE (CC&R) TO REFLECT THE VALUE TO CLINICAL TRIAL PROCESSES THROUGH ENABLING COMMON CONTENT AND REUSE. THE COMMON SERIOUS ADVERSE EVENT ("SAE") FIELDS INITIATIVE DEVELOPED AND SUCCESSFULLY TRANSITIONED ITS WORK TO CDISC'S CDASH SAE TEAM TO PROCEED WITH THE DEVELOPMENT OF AN INDUSTRY STANDARD SURROUNDING SAE DATA COLLECTION.THE DATA MONITORING COMMITTEE INITIATIVE LAUNCHED THE DMC APPRENTICESHIP FRAMEWORK & REGISTRY PROTOTYPE.THE DATACELERATE PLATFORM WENT LIVE WITH PLACEBO STANDARD OF CARE DATA IN JUNE. THE PLATFORM ALSO LAUNCHED RELEASE 3 OF THE TOXICOLOGY DATA SHARING MODULE.THE DIGITAL DATA FLOW INITIATIVE DELIVERED A SOLUTION FRAMEWORK AND CONCEPTUAL DESIGN TO HELP TECHNOLOGY PROVIDERS CREATE AN INNOVATIVE, CENTRAL PROTOCOL PLATFORM THAT WILL BE ACCESSIBLE, OPEN, FLEXIBLE AND VENDOR-AGNOSTIC TOWARD CLINICAL TRIAL SYSTEMS AND SOFTWARE. THE ESOURCE INITIATIVE CONTINUED TO WORK COLLABORATIVELY ACROSS THE INDUSTRY TO PROGRESS INTEROPERABILITY AND ENABLE USE OF ESOURCE. DATA MAPPING ACTIVITIES WERE COMPLETED TO CONNECT CLINICAL RESEARCH TO HEALTHCARE. THE PATIENT EXPERIENCE INITIATIVE LAUNCHED THE PATIENT PROTOCOL ENGAGEMENT (PPET) TOOLKIT AND THE STUDY PARTICIPANT FEEDBACK QUESTIONNAIRE (SPFQ).THE PATIENT TECHNOLOGY INITIATIVE RELEASED THEIR POV PAPER AND IMPLEMENTATION FRAMEWORK.THE PLACEBO STANDARD OF CARE (PSOC) INITIATIVE COMPLETED WORK WITH HARVARD, PUBLISHED PAPERS AND LAUNCHED AN EBOOK "HOW MAY HISTORICAL TRIAL DATA (HTD) ADD VALUE TO YOUR CLINICAL PROGRAM?" SUPPORTING ITS MULTIPLE USE CASES. THE INITIATIVE ALSO PUBLISHED A PAPER IN TIRS: REDUCING PATIENT BURDEN IN CLINICAL TRIALS THROUGH THE USE OF HISTORICAL CONTROLS: APPROPRIATE SELECTION OF HISTORICAL DATA TO MINIMIZE RISK OF BIAS.THE PROTOCOL DEVIATIONS INITIATIVE LAUNCHED THE PROTOCOL DEVIATION PROCESS GUIDE & PROCESS MAP FOR PUBLIC COMMENT.THE QUALITY MANAGEMENT SYSTEM INITIATIVE COMPLETED DELIVERY WITH THE LAST 2 CONCEPTS (RISK MANAGEMENT & PROCESS MANAGEMENT) RELEASING MULTIPLE TOOLS TO SUPPORT IMPLEMENTATION.THE RISK BASED MONITORING INITIATIVE WORKED COLLABORATIVELY WITH ACRO THROUGH THE CRO FORUM TO SUPPORT THEIR DELIVERY OF THE SPONSOR OVERSIGHT PAPER AND IMPLEMENTATION TOOLKIT.THE SHARED INVESTIGATOR PLATFORM INITIATIVE DELIVERED RELEASE (3.1) WHICH INCLUDED ENHANCED WORKFLOWS WITH SITE NETWORKS AND OPEN PUBLIC APIS FOR INVESTIGATOR PAYMENTS MODULE INTEGRATION. THE INITIATIVE ALSO DELIVERED CHANGE TOOLS AND GOVERNANCE MODEL BEYOND TRANSCELERATE.THE SITE QUALIFICATION & TRAINING INITIATIVE FOCUSED ON SUSTAINABILITY AND VALUE WITH TWO MAJOR DECISIONS OCCURRING IN 2019 INCLUDING THE DECISION AND EXECUTION OF TECHNOLOGY SOLUTION FOR MUTUAL RECOGNITION OF GCP, THE DECISION TO ARCHIVE MUTUAL RECOGNITION OF EDC AND THE DECISION TO RELEASE INFORMATIONAL PROGRAMS TO SCRS.THE DRUG SAFETY PORTFOLIO HAS INCREASED COMMUNICATIONS, ENGAGEMENTS AND AWARENESS OF ITS SOLUTIONS ACROSS THE ECOSYSTEM THIS YEAR WITH INTERACTIONS ACROSS THREE MAJOR HEALTH AUTHORITIES (MHRA, FDA, PMDA).THE INTELLIGENT AUTOMATION OPPORTUNITIES IN PHARMACOVIGILANCE INITIATIVE AND ADVANCING ANALYTICS INITIATIVE HAVE DELIVERED AND PRODUCED THE FOLLOWING: INTELLIGENT AUTOMATION FOUNDATION PAPER AND ICSR PROCESS MAP/ONLINE TOOLS; INVESTIGATING OVERLAP IN SIGNALS FROM EVDAS, FAERS, AND VIGIBASE PAPER; AND SIGNAL MANAGEMENT: CURRENT LANDSCAPE AND CONSIDERATIONS FOR BEST PRACTICES PAPER. THE INTERPRETATION OF PV REGULATIONS INITIATIVE DELIVERED THE SAFETY ISSUE NOTIFICATION GUIDE AND IDENTIFIED ITS NEXT REGULATION TO INTERPRET PV SIGNAL MANAGEMENT.THE VALUE OF SAFETY INFORMATION DATA SOURCES INITIATIVE HAS BEEN A CATALYST FOR A JOINT PROPOSAL FROM EFPIA AND PHRMA IN WHICH THE ICH ASSEMBLY ENDORSED THE E2D WORKING GROUP (POST-APPROVAL SAFETY DATA MANAGEMENT: DEFINITIONS AND STANDARDS FOR EXPEDITED REPORTING). TWO PUBLICATIONS SUMMARIZING THE TEAMS WORK HAVE BEEN PUBLISHED THIS YEAR INCLUDING; INDUSTRY ASSESSMENT OF THE CONTRIBUTION OF PATIENT SUPPORT PROGRAMS, MARKET RESEARCH PROGRAMS, AND SOCIAL MEDIA TO PATIENT SAFETY AND POOLING DIFFERENT SAFETY DATA SOURCES: IMPACT OF COMBINING SOLICITED AND SPONTANEOUS REPORTS ON SIGNAL DETECTION IN PHARMACOVIGILANCE. 18785418 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 30 0 1 24 1 0 0 0 0 0 0 1 0 X 20 19 0 0 1 0 1 1 0 1 1 0 0 1 1 1 1 1 0 1 1 0 X ANTHONY GARGES HEAD OF FINANCE AND ADMINISTRATION 4845391235 100 FOUR FALLS CORP CENTER SUITE WEST CONSHOHOCKEN PA 19428 MICHELLE ROHRER CHAIR OF BOARD OF DIRECTOR 0.50 X 0 0 0 ROB MACKENZIE VICE CHAIR OF BOARD OF DIR 0.50 X 0 0 0 ROY BAYNES BOARD MEMBER 0.50 X 0 0 0 CHRIS CORSICO BOARD MEMBER 0.50 X 0 0 0 MARTIN HOLST LANGE BOARD MEMBER 0.50 X 0 0 0 ELLIOTT LEVY BOARD MEMBER 0.50 X 0 0 0 IRIS LOEW-FRIEDRICH BOARD MEMBER 0.50 X 0 0 0 ROBERT METCALF BOARD MEMBER 0.50 X 0 0 0 DAVID NICHOLSON BOARD MEMBER 0.50 X 0 0 0 JOHN OIDTMAN BOARD MEMBER 0.50 X 0 0 0 KATHRYN OWEN BOARD MEMBER 0.50 X 0 0 0 JOHN REED BOARD MEMBER 0.50 X 0 0 0 ROB SCOTT BOARD MEMBER 0.50 X 0 0 0 MEHDI SHAHIDI BOARD MEMBER 0.50 X 0 0 0 BADHRI SRINIVASAN BOARD MEMBER 0.50 X 0 0 0 PAUL STOFFELS BOARD MEMBER 0.50 X 0 0 0 ANN TAYLOR BOARD MEMBER 0.50 X 0 0 0 TAKUKO YAMADA-SAWADA BOARD MEMBER 0.50 X 0 0 0 BERNHARDT G ZEIHER BOARD MEMBER 0.50 X 0 0 0 DALVIR GILL CHIEF EXECUTIVE OFFICER 40.00 X X 1767477 0 67059 ULO PALM CORPORATE SECRETARY 0.50 X 0 0 0 ANDREW LEE TREASURER 0.50 X 0 0 0 JANICE CHANG EXECUTIVE VICE PRESIDENT 40.00 X 601788 0 40574 JENNIFER A BURGESS VP GLOBAL ENGAGEMENT AND COMMUNICATIONS 40.00 X 349809 0 41818 CARA L RINALDI EXEC DIRECTOR OF PORTFOLIO MGMT 40.00 X 258051 0 37829 JENEEN DONADEO PROGRAM DIRECTOR 40.00 X 248686 0 30999 ANTHONY GARGES HEAD OF FINANCE AND ADMINISTRATION 40.00 X 239713 0 32520 DENISE REYES DIRECTOR, VALUE & IMPLEMENTATION 40.00 X 228896 0 11606 3694420 0 262405 16 0 1 0 PA CONSULTING GROUP INC 10 BRESSENDEN PLACE LONDON UK CONSULTING SERVICES 3612592 ACCENTURE LLP 161 N CLARK STREET CHICAGO IL 60601 CONSULTING & IT SERVICES 3436543 COGNIZANT 211 QUALITY CIRCLE COLLEGE STATION TX 77845 IT SERVICES 3123922 KILPATRICK TOWNSEND 601 14TH STREET NW SUITE 900 WASHINGTON DC 20005 LEGAL SERVICES 2202937 BLISS INTEGRATED COMMUNICATION 500 FIFTH AVENUE SUITE 1640 NEW YORK NY 10110 COMMUNICATIONS SERVICES 824531 25 MEMBERSHIP DUES 900099 27593333 27593333 27593333 386012 386012 27979345 27593333 0 386012 X 2476899 2476899 3430208 1647739 1782469 91360 35761 55599 417785 179552 238233 234821 88882 145939 2218657 1623565 595092 267738 267738 12549203 12055901 493302 91797 68631 23166 185016 762 184254 3245562 2928864 316698 158023 158023 648196 101068 547128 77839 5460 72379 152663 152663 RECRUITING 287105 49000 238105 EXCESS COMPENSATION TAX 161164 161164 FACILITIES COSTS 3276 3276 BOOKS, SUBSCRIPTIONS, R 1510 233 1277 1250 1250 26700072 18785418 7914654 0 7611789 13386925 1000110 2764069 24620000 27803793 143842 146491 14458 14458 0 0 5245162 1500074 11847 11847 38632750 45613199 4759509 4847107 26300000 31908666 31059509 36755773 X 7573241 8857426 7573241 8857426 38632750 45613199 1279273 4912 0 X 0 0 0 0 1 0 4202 4202 0 10256 10256 0 0 X 0 0 0 DALVIR GILL CHIEF EXECUTIVE OFFICER 618132 0 1149345 0 0 0 11200 0 55859 0 1834536 0 0 0 JANICE CHANG EXECUTIVE VICE PRESIDENT 433447 0 168341 0 0 0 11200 0 29374 0 642362 0 0 0 JENNIFER A BURGESS VP GLOBAL ENGAGEMENT AND COMMUNICATI 272977 0 76832 0 0 0 11560 0 30258 0 391627 0 0 0 CARA L RINALDI EXEC DIRECTOR OF PORTFOLIO MGMT 217345 0 40706 0 0 0 0 0 37829 0 295880 0 0 0 JENEEN DONADEO PROGRAM DIRECTOR 208126 0 40560 0 0 0 10005 0 20994 0 279685 0 0 0 ANTHONY GARGES HEAD OF FINANCE AND ADMINISTRATION 185455 0 54258 0 0 0 9646 0 22874 0 272233 0 0 0 DENISE REYES DIRECTOR, VALUE & IMPLEMENTATION 184240 0 44656 0 0 0 0 0 11606 0 240502 0 0 0 PART I, LINE 3 THE BOARD CHAIR, WITH INPUT FROM OTHER DIRECTORS OR A SUBCOMMITTEE OF THE BOARD, ANNUALLY REVIEWS AND APPROVES THE CEO'S COMPENSATION PACKAGE. FORM 990, PART VI, SECTION A, LINE 4 DURING 2019, THE BOARD OF DIRECTORS OF THE CORPORATION APPROVED AMENDING THE BYLAWS OF THE CORPORATION TO INCREASE THE NUMBER OF AT-LARGE TIER I DIRECTORS FROM 3 TO 4, AND TO INCREASE THE MAXIMUM NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS FROM 21 TO 22. SECTION 3.02 OF THE BYLAWS NOW READS AS FOLLOWS: "SECTION 3.02 NUMBER AND COMPOSITION OF DIRECTORS. THE NUMBER OF DIRECTORS SHALL BE DETERMINED BY RESOLUTION OF THE BOARD OF DIRECTORS ADOPTED BY THE AFFIRMATIVE VOTE OF DIRECTORS CONSTITUTING A MAJORITY OF THE TOTAL NUMBER OF DIRECTORS IN OFFICE AT THE TIME OF SUCH VOTE. THE BOARD OF DIRECTORS SHALL BE COMPRISED OF UP TO TWENTY-TWO (22) MEMBERS; PROVIDED THAT: (I) TEN (10) SEATS ARE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE CHARTER MEMBERS (AND EACH CHARTER MEMBER HAS DISCRETION TO APPOINT ITS OWN REPRESENTATIVE TO THE BOARD OF DIRECTORS ("CHARTER MEMBER DIRECTORS"); (II) UP TO FOUR (4) ADDITIONAL SEATS SHALL BE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE TIER I MEMBERS WHO ARE NOT CHARTER MEMBERS ("AT LARGE TIER I DIRECTORS") (CHARTER MEMBER DIRECTORS AND AT LARGE TIER I DIRECTORS COLLECTIVELY SHALL BE REFERRED TO AS "TIER I DIRECTORS"); (III) UP TO SIX (6) SEATS SHALL BE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE TIER II MEMBERS ("TIER II DIRECTORS"); (III) ONE (1) SEAT SHALL BE FILLED BY A DIRECTOR WHO IS A REPRESENTATIVE OF THE ASSOCIATE MEMBERS ("ASSOCIATE MEMBER DIRECTOR"); AND (IV) ONE (1) SEAT SHALL BE FILLED BY THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION ("CEO DIRECTOR"). THE BOARD SEATS RESERVED FOR THE TIER I MEMBERS, INCLUDING THE CHARTER MEMBERS, SHALL AT ALL TIMES REPRESENT AT LEAST 55% OF THE TOTAL NUMBER OF DIRECTORS OF THE BOARD. IN THE EVENT THAT THE NUMBER OF DIRECTORS IS INCREASED, THEN THE BOARD SEATS RESERVED FOR THE TIER I MEMBERS, INCLUDING THE CHARTER MEMBERS, AND THE BOARD SEATS RESERVED FOR THE TIER II MEMBERS SHALL BE INCREASED IN THE SAME RATIO AS SET FORTH ABOVE." FORM 990, PART VI, SECTION A, LINE 6 THE MEMBERS OF THE CORPORATION CONSIST OF SUCH FIRMS AND CORPORATIONS THAT ARE APPROVED FOR MEMBERSHIP FROM TIME TO TIME BY THE BOARD OF DIRECTORS OR ITS DESIGNEES IN ACCORDANCE WITH THE POLICIES AND PROCEDURES OF THE CORPORATION. THE CORPORATION HAS THE FOLLOWING CATEGORIES OF MEMBERS: A. TIER I MEMBERS - TO BE ELIGIBLE FOR TIER I MEMBERSHIP, A FIRM OR CORPORATION MUST BE A PHARMACEUTICAL OR BIOTECHNOLOGY COMPANY WITH AN ANNUAL BUDGET FOR RESEARCH AND DEVELOPMENT IN EXCESS OF $2.5 BILLION. ELIGIBILITY FOR TIER I MEMBERSHIP IS ESTABLISHED BASED UPON A COMPANY'S PUBLICALLY AVAILABLE RESEARCH AND DEVELOPMENT EXPENDITURES OVER THE THREE (3) YEAR PERIOD PRECEDING THE DATE THE COMPANY APPLIES TO JOIN THE CORPORATION. THE INITIAL TIER I MEMBERS ARE FURTHER DEFINED AS THE "CHARTER MEMBERS." B. TIER II MEMBERS - TO BE ELIGIBLE FOR TIER II MEMBERSHIP, A FIRM OR CORPORATION MUST BE A PHARMACEUTICAL OR BIOTECHNOLOGY COMPANY WITH AN ANNUAL BUDGET FOR RESEARCH AND DEVELOPMENT THAT IS LESS THAN $2.5 BILLION BUT MORE THAN $100 MILLION. ELIGIBILITY FOR TIER II MEMBERSHIP WILL BE ESTABLISHED BASED UPON A COMPANY'S PUBLICALLY AVAILABLE RESEARCH AND DEVELOPMENT EXPENDITURES OVER THE THREE (3) YEAR PERIOD PRECEDING THE DATE THE COMPANY APPLIES TO JOIN THE CORPORATION. C. ASSOCIATE MEMBERS - TO BE ELIGIBLE FOR ASSOCIATE MEMBERSHIP, A FIRM OR CORPORATION MUST BE A PHARMACEUTICAL OR BIOTECHNOLOGY COMPANY WITH AN ANNUAL BUDGET FOR RESEARCH AND DEVELOPMENT THAT IS LESS THAN $100 MILLION. FORM 990, PART VI, SECTION A, LINE 7A THE BOARD OF DIRECTORS SHALL BE COMPRISED OF UP TO TWENTY-TWO (22) DIRECTORS; PROVIDED THAT: (I) TEN (10) SEATS ARE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE CHARTER MEMBERS; (II) UP TO FOUR (4) ADDITIONAL SEATS SHALL BE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE TIER I MEMBERS WHO ARE NOT CHARTER MEMBERS; (III) UP TO SIX (6) SEATS SHALL BE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE TIER II MEMBERS; (IV) ONE (1) SEAT SHALL BE FILLED BY A DIRECTOR WHO IS A REPRESENTATIVE OF THE ASSOCIATE MEMBERS; AND (V) ONE (1) SEAT SHALL BE FILLED BY THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION. THE CORPORATION'S BYLAWS STATE THAT DIRECTORS SHALL BE ELECTED OR APPOINTED, AS APPLICABLE, ANNUALLY AT THE ANNUAL MEETING OF MEMBERS AND SHALL SERVE UNTIL THE FOLLOWING ANNUAL MEETING OF MEMBERS AND UNTIL THEIR SUCCESSORS ARE ELECTED OR APPOINTED, AS APPLICABLE, AND QUALIFIED. EACH CHARTER MEMBER SHALL HAVE THE RIGHT TO APPOINT A REPRESENTATIVE OF THE CHARTER MEMBER TO SERVE AS A CHARTER MEMBER DIRECTOR. TIER I AT-LARGE DIRECTORS SHALL BE ELECTED BY A PLURALITY VOTE OF THE TIER I MEMBERS, WHICH INCLUDE THE CHARTER MEMBERS. TIER II DIRECTORS SHALL BE ELECTED BY A PLURALITY VOTE OF THE TIER II MEMBERS. ANY ASSOCIATE MEMBER DIRECTOR SHALL BE ELECTED BY A PLURALITY VOTE OF THE ASSOCIATE MEMBERS. THE CEO DIRECTOR SHALL SERVE EX-OFFICIO, FOR SO LONG AS HE OR SHE SHALL HOLD THE OFFICE OF CHIEF EXECUTIVE OFFICER. TRANSCELERATE DOES NOT PRESENTLY HAVE ANY ASSOICATE MEMBERS THEREFORE, THE ASSOICATE MEMBER BOARD SEAT IS CURRENTLY VACANT. EACH TIER I MEMBER SHALL BE ENTITLED TO THREE (3) VOTES AT EVERY MEETING OF MEMBERS ON MATTERS WHICH TIER 1 MEMBERS ARE ENTITLED TO VOTE. EACH TIER II MEMBER SHALL BE ENTITLED TO ONE (1) VOTE AT EVERY MEETING OF MEMBERS ON MATTERS WHICH TIER II MEMBERS ARE ENTITLED TO VOTE. ASSOCIATE MEMBERS SHALL BE ENTITLED TO NOTICE OF AND TO ATTEND MEETINGS OF THE MEMBERS BUT SHALL NOT BE ENTITLED TO VOTE AT SUCH MEETINGS, PROVIDED HOWEVER, ASSOCIATE MEMBERS SHALL HAVE THE RIGHT TO CAST ONE (1) VOTE EACH WITH RESPECT TO THE ELECTION OF THE NOMINEE TO FILL THE ASSOCIATE MEMBER BOARD POSITION. NOTWITHSTANDING THE ABOVE, IN ORDER TO BE ELIGIBLE TO VOTE, A MEMBER MUST BE IN GOOD STANDING AND ITS DUES AND ASSESSMENTS PAID IN FULL. FORM 990, PART VI, SECTION B, LINE 11B THE FINANCE COMMITTEE AND MANAGEMENT REVIEW AND APPROVE THE FORM 990. THE FORM IS THEN DISTRIBUTED TO ALL MEMBERS OF THE BOARD FOR THEIR REVIEW BEFORE FILING WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C EACH DIRECTOR AND OFFICER OF THE CORPORATION IS REQUIRED TO ANNUALLY ACKNOWLEDGE THE CONFLICT OF INTEREST POLICY, AFFIRMING THAT SUCH PERSON HAS RECEIVED, READ AND UNDERSTANDS, AND AGREED TO COMPLY WITH THE CONFLICT OF INTEREST POLICY. FORM 990, PART VI, SECTION B, LINE 15 THE BOARD CHAIR, WITH INPUT FROM OTHER DIRECTORS OR A SUBCOMMITTEE OF THE BOARD, ANNUALLY REVIEWS AND APPROVES THE CEO'S COMPENSATION PACKAGE. THE CEO APPROVES THE COMPENSATION FOR THE EXECUTIVE VICE PRESIDENT AND ALL OTHER KEY EMPLOYEES. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, FINANCIAL STATEMENTS, AND CONFLICT OF INTEREST POLICY AND OTHER CORPORATE POLICIES ARE AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 11G EXTERNAL CONTRACTOR SUPPORT: PROGRAM SERVICE EXPENSES 4,215,402. MANAGEMENT AND GENERAL EXPENSES 9,968. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,225,370. PROJECT MANAGEMENT FEES: PROGRAM SERVICE EXPENSES 7,428,263. MANAGEMENT AND GENERAL EXPENSES 98,224. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 7,526,487. COMMUNICATIONS FEES: PROGRAM SERVICE EXPENSES 412,236. MANAGEMENT AND GENERAL EXPENSES 385,110. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 797,346. BIOCELERATE LLC 100 FOUR FALLS CORP CENTER SUITE 65 WEST CONSHOHOCKEN PA 19428 475492971 TO IMPROVE EFFICIENCIES IN PRECLINICAL RESEARCH. DE 1300000 2221613 TRANSCELERATE BIOPHARMA INC