2024-05-14T13:23:46-05:00 2023-12-31 871353108 EISNER ADVISORY GROUP LLC 130 NORTH 18TH STREET SUITE 3000 PHILADELPHIA PA 191032757 990 2023-01-01 460886344 TRANSCELERATE BIOPHARMA INC TRAN 4845391230 300 CONSHOHOCKEN STATE ROAD 420 WEST CONSHOHOCKEN PA 19428 JANICE CHANG CEO 4845391230 2024-05-09 1 JANICE CHANG 999009999 0 HELEN M MARTIN P01330899 2158818800 2 AAL1 IAL1 2023 2023-04-26 12:10:37Z JANICE CHANG 300 CONSHOHOCKEN STATE ROAD 420 WEST CONSHOHOCKEN PA 19428 34168812 0 X WWW.TRANSCELERATEBIOPHARMAINC.COM X 2012 DE IMPROVE THE HEALTH OF PEOPLE IN THE WORLD BY ENHANCING THE R&D OF INNOVATIVE THERAPIES. 21 20 34 22 0 0 0 0 33532000 33395000 68302 773812 0 0 33600302 34168812 0 0 0 0 9009562 9951190 0 0 0 25252810 22569959 34262372 32521149 -662070 1647663 48482660 48107662 38508812 36490338 9973848 11617324 X TRANSCELERATE BIOPHARMA'S MISSION IS TO COLLABORATE ACROSS THE GLOBAL BIOPHARMACEUTICAL RESEARCH AND DEVELOPMENT COMMUNITY TO IDENTIFY, PRIORITIZE, DESIGN, AND FACILITATE THE 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. 0 0 23212761 33395000 IN 2023, TRANSCELERATE DELIVERED THE FOLLOWING ACCOMPLISHMENTS:TRANSCELERATE DELIVERED 47 PRAGMATIC SOLUTIONS AND ADOPTION TOOLS, BRINGING THE TOTAL NUMBER SINCE THE INCEPTION OF THE ORGANIZATION TO 570+. SEE SCHEDULE O FOR ADDITIONAL PROGRAM SERVICE ACCOMPLISHMENTS.TRANSCELERATE PARTNERED WITH THE ASSOCIATION OF CLINICAL RESEARCH ORGANIZATIONS (ACRO) TO WORK ON CO-DEVELOPING A SERIES OF SOLUTIONS TO AID STAKEHOLDERS IN NAVIGATING GOOD CLINICAL PRACTICE (GCP) GUIDELINES.THE INTERPRETATION OF CLINICAL GUIDANCES & REGULATIONS INITIATIVE RELEASED A PAPER "THE RENOVATION OF GOOD CLINICAL PRACTICE: A FRAMEWORK FOR KEY COMPONENTS OF ICH E8," TO ENHANCE THE UNDERSTANDING OF SPECIFIC TOPICS DETAILED IN ICH E8 INCLUDING QBD, CTQ, FIT FOR PURPOSE, AND STAKEHOLDER ENGAGEMENT. BIOCELERATE, A LIMITED LIABILITY COMPANY CLASSIFIED AS A DISREGARDED ENTITY IN WHICH TRANSCELERATE IS THE SOLE MEMBER("BIOCELERATE"), CONDUCTED AN INITIATIVE TO DEVELOP COMMON TEMPLATES FOR NONCLINICAL STUDIES, WHICH WRAPPED UP DEVELOPMENT AT THE END OF 2023 AND IS NOW COMPLETE. SOLUTIONS DELIVERED INCLUDED A NONCLINICAL COMMON PROTOCOL TEMPLATE, A NONCLINICAL COMMON STUDY REPORT TEMPLATE, AND SUPPORTING IMPLEMENTATION MATERIALS.BIOCELERATE ESTABLISHED THE BIOCELERATE COLLABORATION FORUM. THIS FORUM CONVENES STAKEHOLDERS IN PRECLINICAL RESEARCH TO ENGAGE ON CHALLENGES, OPPORTUNITIES, AND POSSIBLE SOLUTIONS. TWO EVENTS WERE HELD IN 2023 BRINGING TOGETHER 17 ORGANIZATIONS REPRESENTING SPONSORS, CROS, AND HEALTH AUTHORITIES. THE PRIVACY METHODOLOGY FOR DATA SHARING INITIATIVE CREATED THE METHODOLOGY FOR DATA SHARING TOOLKIT TO ENHANCE DATA UTILITY WHILE PROTECTING PATIENT PRIVACY . A PRIVACY METHODOLOGY INFORMATIONAL RESOURCE VIDEO AS WELL AS A PRIVACY METHODOLOGY INFORMATIONAL RESOURCE WERE ALSO DELIVERED. A TRANSPARENCY CHECKLIST WAS CREATED AS A TEMPLATE OF KEY INFORMATION, WHICH ALLOWS A DATA PROVIDER TO DESCRIBE THE DATA MODIFICATIONS/DERIVATIONS PERFORMED. THIS INFORMATION HELPS FACILITATE USE OF THE DATA BY DATA RECIPIENTS.THE DIGITAL DATA FLOW INITIATIVE (DDF) HOSTED A SERIES OF GLOBAL WORKSHOPS TO IDENTIFY LEARNINGS AND GARNER FEEDBACK FROM STAKEHOLDERS. THE INITIATIVE WORK WITH A STANDARD-SETTING ORGANIZATION, THE CLINICAL DATA INTERCHANGE STANDARDS CONSORTIUM (CDISC), TO DEVELOP THE CDISC UNIFIED STUDY DEFINITIONS MODEL (USDM) V2.0. THE INITIATIVE ALSO CREATED THE STUDY DEFINITIONS REPOSITORY (SDR) V2.0.1 REFERENCE IMPLEMENTATION & ASSOCIATED SOURCE CODE, AND A SERIES OF PERSONA TOOLKITS FOR CLINICAL DATA MANAGERS, PROTOCOL MEDICAL WRITERS, AND INFORMATION TECHNOLOGY LEADERSHIP AND TECHNICAL EXPERT ROLES. THE LAUNCH OF THE DIGITAL DATA FLOW TECHNOLOGY ARCHITECTURE SCENARIOS TOOL PROVIDES A SET OF SCENARIOS FOR THE TECHNICAL IMPLEMENTATION OF THE USDM.TRANSCELERATE STRATEGICALLY COMBINED THE EFFORTS OF ITS DDF AND CC&R INITIATIVES AND OUR ENGAGEMENT IN THE HL7 VULCAN FHIR ACCELERATOR (HL7 VULCAN) --WHICH BUILDS UPON OUR PREVIOUS ESOURCE WORKTO MODERNIZE SOLUTIONS ON THE EVOLVING REGULATORY LANDSCAPE. IN 2023, HL7 VULCAN LAUNCHED A NEW PROJECT TO COLLABORATE WITH CDISC AND ICH M11 CLINICAL CESHARP. THE REAL WORLD DATA (RWD) AUDIT READINESS INITIATIVE PUBLISHED "ASSURING AUDIT AND INSPECTION READINESSCONSIDERATIONS FOR THE USE OF RWD AND RWE IN REGULATORY DECISION-MAKING." A REAL WORLD DATA HEALTH AUTHORITY ENGAGEMENT AWARENESS TOOLKIT WAS DEVELOPED TO DELINEATE A RELIABLE, STREAMLINED, AND SCALABLE APPROACH FOR INTERACTIONS WITH HEALTH AUTHORITIES CONCERNING THE USE OF RWD FOR DECISION-MAKING.THE PARTICIPANT DATA RETURN INITIATIVE (PDR) CREATED AN INDIVIDUAL PARTICIPANT DATA RETURN (IPDR) PACKAGE THAT PROVIDES GENERAL CONSIDERATIONS TO ENABLE DATA RETURN TO CLINICAL STUDY PARTICIPANTS.THE PATIENT TECHNOLOGY INITIATIVE UPDATED THE PATIENT TECHNOLOGY REGULATORY LANDSCAPE TOOL THAT PROVIDES AN OVERVIEW OF REGULATORY REQUIREMENTS RELATED TO PATIENT TECHNOLOGY AND ITS USE IN CLINICAL TRIALS.THE PERSONALIZED CLINICAL TRIALS FRAMEWORK CREATED A SET OF PRACTICAL CONSIDERATIONS ACROSS 14 POTENTIAL OPPORTUNITIES TO SUPPORT THE R&D ECOSYSTEM IN OFFERING OPTIONS THAT HELP INTEGRATE CLINICAL TRIAL REQUIREMENTS MORE SEAMLESSLY INTO THE LIVES OF TRIAL PARTICIPANTS. THE PATIENT EXPERIENCE INITIATIVE (PE) CREATED A GRATITUDE TOOLKIT ALONG WITH AN INFOGRAPHIC THAT IS DESIGNED TO ENABLE STUDY SPONSORS AND SITES TO SHOW APPRECIATION TO CLINICAL STUDY PARTICIPANTS. A SET OF PRACTICAL CONSIDERATIONS TITLED "PERSONALIZED CLINICAL TRIALS FRAMEWORK" WAS CREATED TO SUPPORT UNDERSTANDING AND EVALUATING OPTIONS THAT ENABLE A MORE PERSONALIZED EXPERIENCE FOR CLINICAL TRIAL PARTICIPANTS ACROSS DIVERSE POPULATIONS. TRANSCELERATE SUPPORTED THE ACCELERATING CLINICAL TRIALS IN THE EUROPEAN UNION (ACT EU) WORKING GROUP BY PROVIDING COLLECTIVE COMMENTS AND RECOMMENDATIONS TO ITS "RECOMMENDATION PAPER ON DECENTRALISED ELEMENTS IN CLINICAL TRIALS." THE DIVERSITY OF PARTICIPANTS IN CLINICAL TRIALS INITIATIVE CREATED THE FDA DIVERSITY PLAN EARLY INSIGHTS & CONSIDERATIONS, AN AGGREGATED COLLECTION OF INSIGHTS AND CONSIDERATIONS GATHERED FROM MEMBER COMPANY INTERVIEWS. TRANSCELERATE'S DIVERSITY INITIATIVE BEGAN WORK ON MODIFYING ITS EARLIER WORK TO CREAT THE U.S. REGULATORY LANDSCAPE: DIVERSITY IN CLINICAL TRIALS V2.0, WHICH WILL REFLECT THE EVOLUTION IN THE REGULATORY LANDSCAPE SINCE THE PRIOR VERSION WAS RELEASED. THE RAPID SIGNAL ASSESSMENT USING REAL WORLD DATA INITIATIVE (RSA RWD) RELEASED THE "SAFETY SIGNAL ASSESSMENT." THE INITIATIVE ALSO DEVELOPED A FRAMEWORK FOR RAPID SIGNAL ASSESSMENT USING REAL-WORLD DATA WHICH PROVIDES AN END-TO-END HIGH-LEVEL PROCESS MAP ON USING RWD AS AN OPTION TO CONDUCT SAFETY SIGNAL ASSESSMENTS MORE RAPIDLY.THE INTERPRETATION OF PHARMACOVIGILANCE GUIDANCES & REGULATIONS INITIATIVE'S (IGR-PV) TEAM CREATED ESSENTIAL TOOLS TO IDENTIFY DRUG DEVELOPMENT OPPORTUNITIES FOR PREGNANT AND BREASTFEEDING PATIENTS AND RELEASED A PEER-REVIEWED PAPER "CALL TO ACTION: HARMONISATION OF PHARMACOVIGILANCE REGULATIONS FOR POST-MARKETING PREGNANCY AND BREASTFEEDING SAFETY STUDIES." THEY ALSO CREATED AN IMPROVING SAFETY & EFFICACY OF MEDICINES FOR PREGNANT & BREASTFEEDING PEOPLE INFOGRAPHIC. THE PHARMACOVIGILANCE AGREEMENTS OPTIMIZATION INITIATIVE (PVAO) TEAM DELIVERED A PAPER "NEGOTIATING YOUR WAY THROUGH THE VIGILANCE AGREEMENT MAZEIS THERE A BETTER WAY?" SUPPLEMENTAL MATERIALS WERE CREATED TO PROVIDE ADDITIONAL CONSIDERATIONS. THE INITIATIVE DELIVERED A PEER-REVIEWED ARTICLE "PHARMACOVIGILANCE AGREEMENTS: NEGOTIATING SAFETY DATA EXCHANGE TIMELINES: TO AGREE TO DISAGREE? THAT IS THE QUESTION." THE INTELLIGENT AUTOMATION OPPORTUNITIES IN PHARMACOVIGILANCE INITIATIVE (IAO) RELEASED A PEER-REVIEWED ARTICLE, "INDIVIDUAL CASE SAFETY REPORT REPLICATION: AN ANALYSIS OF CASE REPORTING TRANSMISSION NETWORKS," THAT REPORTS AN ANALYSIS PERFORMED TO PROVIDE A FIRST-TIME QUANTIFICATION OF THE AMOUNT OF ICSR REPLICATION TAKING PLACE. AN ARTIFICIAL INTELLIGENCE-BASED VALIDATION CASE STUDY THEMES WAS CREATED TO PROVIDE THEMES FROM USE CASES FOCUSED ON EARLY ADOPTERS' EXPERIENCES APPLYING AI TO PV APPLICATIONS. AND "SIGNAL MANAGEMENT INTELLIGENT AUTOMATION OPPORTUNITIES FOR SIGNAL DETECTION" WAS CREATED TO IDENTIFY HOW A SAMPLING OF COMPANIES ARE CURRENTLY USING INTELLIGENT AUTOMATIONS. 23212761 0 0 0 1 0 0 0 0 0 0 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 24 0 1 34 1 0 0 0 0 0 0 1 0 X 21 20 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 4845391230 300 CONSHOHOCKEN STATE ROAD STE 420 WEST CONSHOHOCKEN PA 19428 JANICE CHANG CEO 40.00 X X 1063770 0 41913 KATHRYN OWEN CHAIR OF BOARD OF DIRECTOR 0.50 X 0 0 0 BADHRI SRINIVASAN VICE CHAIR OF BOARD OF DIR 0.50 X 0 0 0 ELIAV BARR BOARD MEMBER 0.50 X 0 0 0 DIETMAR BERGER BOARD MEMBER 0.50 X 0 0 0 ULI BROEDL BOARD MEMBER 0.50 X 0 0 0 CHRIS CORSICO BOARD MEMBER 0.50 X 0 0 0 ROB GOODWIN BOARD MEMBER (EFF 08/2023) 0.50 X 0 0 0 NARIMON HONARPOUR BOARD MEMBER (EFF 03/2023) 0.50 X 0 0 0 CHRISTOPH KOENEN BOARD MEMBER 0.50 X 0 0 0 MARIA KOUTSOPOULOU BOARD MEMBER 0.50 X 0 0 0 BARI KOWAL BOARD MEMBER 0.50 X 0 0 0 MARTIN HOLST LANGE BOARD MEMBER 0.50 X 0 0 0 IRIS LOEW-FRIEDRICH BOARD MEMBER 0.50 X 0 0 0 CRISTIAN MASSACESI BOARD MEMBER 0.50 X 0 0 0 ROBERT METCALF BOARD MEMBER 0.50 X 0 0 0 MICHELLE ROHRER BOARD MEMBER 0.50 X 0 0 0 MOKASH SHARMA BOARD MEMBER 0.50 X 0 0 0 TADAAKI TANIGUCHI BOARD MEMBER 0.50 X 0 0 0 ROOPAL THAKKAR BOARD MEMBER 0.50 X 0 0 0 TAKUKO YAMADA-SAWADA BOARD MEMBER 0.50 X 0 0 0 ROB LENZ BOARD MEMBER (THRU 03/2023) 0.50 X 0 0 0 WILLIAM PAO BOARD MEMBER (THUR 08/2023) 0.50 X 0 0 0 ALLISON CUFF SHIMOOKA COO (EFF 07/17/2023) 40.00 X 302390 0 19264 ANDREW LEE TREASURER 0.50 X 0 0 0 STEPHEN LIN SECRETARY 0.50 X 0 0 0 JENNIFER A BURGESS VP GLOBAL COMMUNICATIONS & ENGAGEMENT 40.00 X 563544 0 50328 CARA L RINALDI VP OF PORTFOLIO MANAGEMENT 40.00 X 520134 0 54582 ANTHONY GARGES HEAD OF FINANCE & ADMINISTRATION 40.00 X 480742 0 53778 JENEEN DONADEO EXEC. DIRECTOR OF PORTFOLIO 40.00 X 480832 0 38362 ROBERT DICICCO VP OF PORTFOLIO MANAGEMENT 40.00 X 375577 0 55230 DALVIR GILL FORMER CEO 40.00 X 2534948 0 0 6321937 0 313457 24 1 1 0 PA CONSULTING GROUP INC 10 BRESSENDEN PLACE LONDON UK CONSULTING SERVICES 6921539 ACCENTURE LLP 161 N CLARK STREET CHICAGO IL 60601 CONSULTING & IT SERVICES 4786955 KILPATRICK TOWNSEND 601 14TH STREET NW SUITE 900 WASHINGTON DC 20005 LEGAL SERVICES 2625268 ARTEMIS FACTOR LLC 314 CARLYLE ROAD WEST CHESTER PA 19382 CONSULTING SERVICES 2233548 CDISC 401 W 15TH STREET SUITE 520 AUSTIN TX 78701 CONSULTING SERVICES 1343366 18 MEMBERSHIP DUES 541900 33395000 33395000 33395000 773812 773812 34168812 33395000 0 773812 X 1426039 1426039 7418844 3908724 3510120 163640 82678 80962 541372 336407 204965 401295 152693 248602 2621800 1531530 1090270 24301 24301 13651416 12811616 839800 50377 15302 35075 68393 1193 67200 4382454 4264215 118239 349143 349143 388671 100155 288516 156586 8248 148338 252807 252807 EXCESS COMPENSATION TAX 337775 337775 RECRUITING 257760 257760 ADMINISTRATIVE FEES 14539 14539 CHARITABLE CONTRIBUTION 6600 6600 7337 7337 32521149 23212761 9308388 0 8408055 3936830 9591404 11814650 30235000 32162984 221218 166215 26983 26983 48482660 48107662 5246812 3088338 33262000 33402000 38508812 36490338 X 9973848 11617324 9973848 11617324 48482660 48107662 1647663 -4187 0 X 0 0 0 0 1 0 X X 1 0 0 DALVIR GILL FORMER CEO 216093 0 2318855 0 0 0 0 0 0 0 2534948 0 0 0 JANICE CHANG CEO 766800 0 296970 0 0 0 13200 0 28713 0 1105683 0 0 0 JENNIFER A BURGESS VP GLOBAL COMMUNICATIONS & ENGAGEMEN 330196 0 233348 0 0 0 13200 0 37128 0 613872 0 0 0 CARA L RINALDI VP OF PORTFOLIO MANAGEMENT 298092 0 222042 0 0 0 1944 0 52638 0 574716 0 0 0 ANTHONY GARGES HEAD OF FINANCE & ADMINISTRATION 257724 0 223018 0 0 0 13200 0 40578 0 534520 0 0 0 JENEEN DONADEO EXEC. DIRECTOR OF PORTFOLIO 294406 0 186426 0 0 0 13200 0 25162 0 519194 0 0 0 ROBERT DICICCO VP OF PORTFOLIO MANAGEMENT 290602 0 84975 0 0 0 1416 0 53814 0 430807 0 0 0 ALLISON CUFF SHIMOOKA COO (EFF 07/17/2023) 190390 0 112000 0 0 0 1423 0 17841 0 321654 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. PART I, LINE 4A THE FORMER CEO RECEIVED BASE COMPENSATION THROUGH Q1 AND PAYOUT OF HIS LONG TERM INCENTIVE PLAN BALANCE IN ACCORDANCE WITH HIS SEPARATION EFFECTIVE DECEMBER 31, 2022, INCLUDED IN LINE B(II) ABOVE. FORM 990, PART I, LINE 6, TOTAL NUMBER OF VOLUNTEERS: THE TOTAL NUMBER OF VOLUNTEERS OF 22, ENCOMPASSES ALL ACTIVE BOARD MEMBER THROUGHOUT THE CALENDAR YEAR. FORM 990, PART VI, SECTION A, LINE 4 DURING 2023, THE BOARD OF DIRECTORS OF THE CORPORATION APPROVED AMENDING THE BYLAWS OF THE CORPORATION TO INCREASE FROM FOUR (4) TO FIVE (5) THE NUMBER OF BOARD SEATS TO BE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE TIER I MEMBERS WHO ARE NOT CHARTER MEMBERS, AND ACCORDINGLY TO INCREASE THE TOTAL NUMBER OF DIRECTORS FROM 21 TO 22 TO REFLECT SUCH INCREASE. 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 FIVE (5) 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; AND (IV) 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. THE CEO DIRECTOR SHALL SERVE EX-OFFICIO, FOR SO LONG AS HE OR SHE SHALL HOLD THE OFFICE OF CHIEF EXECUTIVE OFFICER. EACH TIER I MEMBER SHALL BE ENTITLED TO THREE (3) VOTES AT EVERY MEETING OF MEMBERS ON MATTERS WHICH TIER I 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. 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 ORGANIZATION'S EXECUTIVE COMPENSATION COMMITTEE, CONSISTING OF INDEPENDENT DIRECTORS, ANNUALLY REVIEWS AND APPROVES THE CEO'S COMPENSATION PACKAGE. THE CEO APPROVES THE COMPENSATION FOR THE CHIEF OPERATING OFFICER, AND ALL OTHER KEY EMPLOYEES. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY AND OTHER CORPORATE POLICIES ARE AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 11G PROJECT MANAGEMENT FEES: PROGRAM SERVICE EXPENSES 10,346,600. MANAGEMENT AND GENERAL EXPENSES 76,889. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 10,423,489. EXTERNAL CONTRACTOR SUPPORT: PROGRAM SERVICE EXPENSES 2,277,829. MANAGEMENT AND GENERAL EXPENSES 30,592. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,308,421. COMMUNICATIONS FEES: PROGRAM SERVICE EXPENSES 187,187. MANAGEMENT AND GENERAL EXPENSES 732,319. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 919,506. BIOCELERATE LLC 300 CONSHOHOCKEN STATE ROAD STE 420 WEST CONSHOHOCKEN PA 19428 475492971 TO IMPROVE EFFICIENCIES IN PRECLINICAL RESEARCH. DE 1293000 1970641 TRANSCELERATE BIOPHARMA INC