2024-08-02T10:59:55-05:00 2024-03-31 910189318 MOSS ADAMS LLP 21700 OXNARD ST STE 300 WOODLAND HILLS CA 91367 990 2023-04-01 954002032 THE ALFRED E MANN FOUNDATION FOR SCIENTIFIC RESEARCH ALFR 6617026700 25134 RYE CANYON LOOP SANTA CLARITA CA 91355 ROBERT GREENBERG CEO 6617026700 2024-07-30 1 1 WENDY CAMPOS P00448102 8185771900 2024-07-30 2023 2024-08-08 14:25:15Z HUMANNITY MEDTECH ROBERT GREENBERG 25134 RYE CANYON LOOP SANTA CLARITA CA 91355 51858858 0 X WWW.HUMANNITYMEDTEC.ORG X 1985 CA CONDUCT MEDICAL AND SCIENTIFIC RESEARCH 5 4 117 5 0 0 805 911 862321 233504 28018820 41114652 2172096 2798192 31054042 44147259 5000 6000 0 0 13688082 17983031 0 0 0 9129152 13855905 22822234 31844936 8231808 12302323 344680217 372537856 5996723 6669955 338683494 365867901 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 19552499 6000 0 IMPLANTABLE NEUROMODULATION PROJECT TO TREAT CHRONIC DISEASE THE AIM OF THE AMF PROGRAM IS TO DEVELOP A NEUROSTIMULATION SYSTEM THAT WILL IMPROVE MEDICAL OUTCOMES AT A LOWER COST AND/OR HIGHER PATIENT SATISFACTION THAN CURRENTLY AVAILABLE TREATMENT OPTIONS. SUCH A SYSTEM WILL CONSIST OF A FULLY IMPLANTABLE NEURAL STIMULATOR FOR SEAMLESS OPERATION AND REQUIRING MINIMAL INTERACTION FROM A PATIENT, WITH THE GOAL OF OFFERING A HIGHER LEVEL OF PATIENT SATISFACTION, ADOPTION, AND COMPLIANCE.STATUS:PLANNING, DESIGN, AND DEVELOPMENT OF THE IMPLANTABLE DEVICE AND EXTERNALS ARE CONTINUING IN SUPPORT OF A FIRST-IN-HUMAN STUDY. DESIGN AND MANUFACTURING IMPROVEMENTS HAVE BEEN MADE; PRE-CLINICAL ANIMAL STUDY WAS COMPLETED. 6426796 2798193 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 DEVELOPMENT STRATEGISTS AND ANALYSTS.EXPENSES MAY INCLUDE ONGOING PARTICIPATION IN THE DEVELOPMENT EFFORT INCLUDING RESEARCH AND DEVELOPMENT SUPPORT, COLLABORATION MANAGEMENT, CONFERENCE AND PROFESSIONAL SOCIETY MEETING ATTENDANCE, 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 TRAVEL EXPENSES, 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:PRELIMINARY DESIGN ACTIVITIES BEGAN FOR A NEW BIOELECTRONIC PROGRAM BASED ON THE BUSINESS CASE ANALYSIS CONDUCTED IN THE PRIOR YEAR. THESE ACTIVITIES INCLUDED GENERATION OF INITIAL SYSTEM REQUIREMENTS, ASSEMBLY OF A TEAM OF KEY OPINION LEADERS WITH DOMAIN EXPERTISE, AND THE INITIATION OF SOME FUNDAMENTAL APPLIED RESEARCH IN THE AREA OF NOVEL ELECTRODE DESIGN, INCLUDING COMPLETION OF PRE-CLINICAL TESTING. ADDITIONALLY, THE BUSINESS DEVELOPMENT TEAM, ALONG WITH EXECUTIVE MANAGEMENT AND OTHER STAFF, PERFORMED PRELIMINARY DUE DILIGENCE ON A NUMBER OF ASSETS. 1095371 0 IMPLANTABLE NEUROMODULATION PROJECT #2 TO TREAT A RANGE OF NEUROLOGICAL CONDITIONS. THE SYSTEM WILL CONSIST OF AN IMPLANTABLE NEURAL STIMULATOR AND EXTERNALS DESIGNED TO MAXIMIZE THERAPY OUTCOMES AND PATIENT SATISFACTION WHILE MINIMIZING SYSTEM COSTS.STATUS: PLANNING, DESIGN, AND DEVELOPMENT OF THE FIRST-IN-HUMAN IMPLANT AND EXTERNALS IS UNDERWAY; FEASIBILITY PLANNING AND INITIATIVES INCLUDE PRE-CLINICAL STUDIES AND COMPUTATIONAL MODELING OF TARGETED NEURAL STRUCTURES. 77035 96048 IMPLANTABLE MYOELECTRIC SENSOR II (IMES INFINITY) + OSSURTHE TECHNOLOGY HAS BEEN LICENSED TO OSSUR AND IS IN DESIGN AND MANUFACTURING TRANSFER.STATUS:ADDITIONAL ANALYSIS AND DEVELOPMENT WORK WAS DONE TO PREDICT FEASIBILITY OF THE USE OF THE DEVICE ON LOWER LIMBS; DESIGN TRANSFER SUPPORT ACTIVITIES WERE ALSO CONDUCTED. 84002 98445 IMPLANTABLE DRUG PUMPSINCE 2019 AMF HAS SEARCHED FOR SUITABLE APPLICATIONS AND 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: AMF HAS SOLD THE IDP TECHNOLOGY TO MEDTRONIC DIABETES. AMF CONTINUES TO SUPPORT MEDTRONIC AS IT WORKS TO ADAPT THE DESIGN FOR DIABETES BY DELIVERING INSULIN TO THE ABDOMEN IN AND READY IT FOR COMMERCIALIZATION FOR THE BENEFIT OF PATIENTS WITH HARD-TO-TREAT TYPE 1 DIABETES. WORK TO DATE HAS BEEN PROMISING. 40733 39010 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 HIGH-DENSITY CORTICAL STIMULATION PROSTHESIS, CALLED THE ORION CORTICAL VISUAL PROSTHESIS, HAS AN ARRAY SPECIFICALLY DESIGNED FOR THE VISUAL CORTEX. THE GOAL OF THIS PROJECT IS TO INVESTIGATE THE PERFORMANCE 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. 201770 233503 27276436 1 0 0 0 0 0 0 0 0 0 1 1 0 0 1 1 1 0 0 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 39 0 1 117 1 0 0 0 0 0 0 0 0 0 0 1 0 X 5 4 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 ROBERT GREENBERG CEO, EXECUTIVE CHAIRMAN OF THE BOARD 44.00 X X 1126805 0 83221 KEN WEATHERWAX BOARD MEMBER 1.25 X 0 0 0 RICHARD WAUGH BOARD MEMBER 1.50 X 0 0 0 DAVID GILL BOARD MEMBER 1.50 X 0 0 0 HEATHER PAGE BOARD MEMBER 1.25 X 0 0 0 DAVID SCOTT BOARD MEMBER (THRU 11/23) 1.25 X 0 0 0 FARAH BOROOMAND CHIEF FINANCIAL OFFICER 44.00 X 485271 0 78169 COREY DISHMON CHIEF BUSINESS AND LEGAL OFFICER 40.00 X 373573 0 21387 NEIL TALBOT VP, RESEARCH AND TECHNOLOGY 40.00 X 306031 0 25285 BRIAN MECH VP, STRATEGY 40.00 X 293384 0 10804 VALMA KLEIN VP, CLINICAL AFFAIRS 41.50 X 258851 0 37397 SHAWN LEWIS VICE PRESIDENT, HUMAN RESOURCES 40.00 X 229291 0 27894 CEDRIC NAVARRO V.P. QUALITY ASSURANCE, REG. AFFAIRS, INTERIM 40.00 X 223160 0 49480 JOHN RIVERA VICE PRESIDENT, PRODUCT DEVELOPMENT 40.00 X 218311 0 32348 PHILIP LEE ASSISTANT GENERAL COUNSEL 40.00 X 207894 0 42024 BRIAN SHELTON DIRECTOR, SOFTWARE AND SYSTEMS DEV 40.00 X 266396 0 29899 JOSEPH CALDERON DIRECTOR, MECHANICAL ENGINEERING 45.50 X 242808 0 43638 ANTHONY NG DIRECTOR, ELECTRICAL ENGINEERING 40.00 X 202889 0 38485 CHRISTOPHER FLECK MANUFACTURING ENGINEERING DIRECTOR 40.00 X 240335 0 28224 SAM BOWMAN THRU 122823 PRINCIPAL ENGINEER ELECTRICAL 40.00 X 214087 0 13533 WILLIAM BRANDT SR. PRINCIPAL MECHANICAL ENGINEER 46.00 X 205604 0 26544 HITESH HOTLANI SOFTWARE ENGINEERING MANAGER 40.00 X 207074 0 27622 RANKIRI TISSA KARUNASIRI ELECTRICAL ENGINEERING FELLOW 40.00 X 208870 0 40961 CHARLES NELSON FORMER CHIEF OPERATING OFFICER 0.00 X 149194 0 11204 5659828 0 668119 52 1 1 0 MEDIX STAFFING SOLUTIONS INC 222 S RIVERSIDE PLAZA SUITE 2120 CHICAGO IL 60606 SOFTWARE CONSULTANTS 752960 MORGAN LEWIS & BOCKIUS LLP 1701 MARKET STREET PHILADELPHIA PA 19103 LEGAL SERVICES 675663 ARENT FOX LLP 1717 K STREET NW WASHINGTON DC 20006 LEGAL SERVICES (PATENTS) 252742 LEWIS ROCA ROTHGERBER CHRISTIE LLP 201 EAST WASHINGTON STREET PHOENIX AZ 85004 LEGAL SERVICES (PATENTS) 228159 SQUARE-1 CONSULTING SERVICES INC 6 MORGAN SUITE 125 IRVINE CA 92618 ENGINEERING SERVICES 204170 17 911 911 IMES II PROGRAM REVENUE 541700 98445 98445 OTHER PROJECT INCOME (OSSUR) 541700 96048 96048 RESEARCH GRANT INCOME 541700 39011 39011 233504 9536435 9536435 2798192 2798192 39286359 3457 7708334 3265 31578025 192 31578217 31578217 44147259 3031696 0 41114652 X 6000 6000 5534348 4269776 1264572 9822486 8829319 993167 356843 314028 42815 1368624 1236310 132314 900730 776673 124057 3022229 2973937 48292 113195 113195 923008 923008 3686601 3614701 71900 2525188 2431544 93644 589554 580358 9196 1161193 983233 177960 167563 122370 45193 80414 58188 22226 884387 791924 92463 106056 92201 13855 RECRUITING EXP & RELOCA 402236 20000 382236 EMPLOYEE MORALE 109512 93957 15555 EMPLOYEE TRAINING 74766 73525 1241 MEALS 10003 8392 1611 31844936 27276436 4568500 0 222920 3936641 113006676 116082439 2066 1225 185245 258166 10218485 6963369 2388275 3255116 190751981 195028530 33408203 49977919 842965 1004764 3871886 2993056 344680217 372537856 2739571 3970204 3257152 2699751 5996723 6669955 X 338683494 365867901 338683494 365867901 344680217 372537856 12302323 14882084 0 X 0 1 X 1 0 X UCLA FOUNDATION LOS ANGELES CA 1490984 1021026 469958 7038929 4602451 2436478 1688572 1339892 348680 3255116 HEDGE FUNDS INTERNATIONAL 42951339 F PRIVATE MARKETS FUND OF FUNDS 6891180 F LIMITED PARTNERSHIPS 135400 F 49977919 OPERATING LEASE LIABILITIES 2699751 2699751 X 59029343 14882084 14882084 44147259 0 44147259 31844936 0 31844936 0 31844936 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 THE ALFRED E. MANN FOUNDATION FOR SCIENTIFIC RESEARCH HAD NO SIGNIFICANT UNRELATED BUSINESS INCOME TAX DURING THE YEARS ENDED MARCH 31, 2024 AND 2023. ACCORDINGLY, NO TAX PROVISION FOR UNRELATED BUSINESS INCOME HAS BEEN MADE IN ACCOMPANYING FINANCIAL STATEMENTS FOR 2024 AND 2023. THE FOUNDATION, UNDER THE PROVISIONS OF ASC 740, INCOME TAXES, HAD NO UNCERTAIN TAX POSITIONS REQUIRING ACCRUAL AS OF MARCH 31, 2024 AND 2023. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 28102897 NORTH AMERICA 0 0 INVESTMENTS 15359 SOUTH ASIA 0 1 PROGRAM SERVICES R&D SOFTWARE SERVICES 215800 EUROPE (INCLUDING ICELAND AND GREENLAND) 0 2 PROGRAM SERVICES SOFTWARE SERVICES 220250 CENTRAL AMERICA AND THE CARIBBEAN 0 1 PROGRAM SERVICES CLINICAL RESEARCH 1250 0 4 0 0 0 4 28555556 0 28555556 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. X 1 1 X X X 0 0 0 1 0 0 0 1 0 ROBERT GREENBERG CEO, EXECUTIVE CHAIRMAN OF THE BOARD 561505 0 565300 0 0 0 9150 0 74071 0 1210026 0 0 0 FARAH BOROOMAND CHIEF FINANCIAL OFFICER 311144 0 174127 0 0 0 9010 0 69159 0 563440 0 0 0 COREY DISHMON CHIEF BUSINESS AND LEGAL OFFICER 303253 0 70320 0 0 0 9047 0 12340 0 394960 0 0 0 NEIL TALBOT VP, RESEARCH AND TECHNOLOGY 262181 0 43850 0 0 0 8721 0 16564 0 331316 0 0 0 BRIAN MECH VP, STRATEGY 268214 0 25170 0 0 0 8766 0 2038 0 304188 0 0 0 BRIAN SHELTON DIRECTOR, SOFTWARE AND SYSTEMS DEV 195296 0 71100 0 0 0 5892 0 24007 0 296295 0 0 0 VALMA KLEIN VP, CLINICAL AFFAIRS 194981 0 63870 0 0 0 6432 0 30965 0 296248 0 0 0 JOSEPH CALDERON DIRECTOR, MECHANICAL ENGINEERING 174708 0 68100 0 0 0 6379 0 37259 0 286446 0 0 0 CEDRIC NAVARRO V.P. QUALITY ASSURANCE, REG. AFFAIRS 212850 0 10310 0 0 0 6123 0 43357 0 272640 0 0 0 CHRISTOPHER FLECK MANUFACTURING ENGINEERING DIRECTOR 199935 0 40400 0 0 0 6931 0 21293 0 268559 0 0 0 SHAWN LEWIS VICE PRESIDENT, HUMAN RESOURCES 179141 0 50150 0 0 0 3982 0 23912 0 257185 0 0 0 JOHN RIVERA VICE PRESIDENT, PRODUCT DEVELOPMENT 218161 0 150 0 0 0 6467 0 25881 0 250659 0 0 0 PHILIP LEE ASSISTANT GENERAL COUNSEL 182094 0 25800 0 0 0 5635 0 36389 0 249918 0 0 0 RANKIRI TISSA KARUNASIRI ELECTRICAL ENGINEERING FELLOW 208170 0 700 0 0 0 6358 0 34603 0 249831 0 0 0 ANTHONY NG DIRECTOR, ELECTRICAL ENGINEERING 197289 0 5600 0 0 0 4835 0 33650 0 241374 0 0 0 HITESH HOTLANI SOFTWARE ENGINEERING MANAGER 186754 0 20320 0 0 0 6147 0 21475 0 234696 0 0 0 WILLIAM BRANDT SR. PRINCIPAL MECHANICAL ENGINEER 160684 0 44920 0 0 0 6012 0 20532 0 232148 0 0 0 SAM BOWMAN THRU 122823 PRINCIPAL ENGINEER ELECTRICAL 171700 0 40320 0 2067 0 5027 0 8506 0 227620 0 0 0 CHARLES NELSON FORMER CHIEF OPERATING OFFICER 74044 0 75150 0 0 0 2238 0 8966 0 160398 0 0 0 PART I, LINE 1A THERE WERE THREE FIRST-CLASS TICKETS AMONG TWO BOARD MEMBERS IN CALENDAR YEAR 2023. THIS BENEFIT WAS EXCLUDED FROM TAXABLE COMPENSATION BECAUSE THERE WERE NO OTHER SUITABLE TICKETS AVAILABLE AT THE TIME OF BOOKING AND THE REQUIRED APPROVALS WERE OBTAINED PER COMPANY POLICY. PART I, LINE 5 AWARDS WERE PAID THIS YEAR UNDER TWO INCENTIVE COMPENSATION PLANS: A) THE ALFRED MANN FOUNDATION FOR SCIENTIFIC RESEARCH INCENTIVE COMPENSATION PLAN AXONICS MODULATION TECHNOLOGIES AND B) THE DEFERRED COMPENSATION PLAN RE: MEDTRONIC TRANSACTION. THE AXONICS INCENTIVE WILL CONTINUE UPON THE RECEIPT BY AMF FROM AXONICS OF QUARTERLY ROYALTIES UNDER A LICENSE AGREEMENT BETWEEN AMF AND AXONICS COVERING CERTAIN AMF PATENTS AND OTHER INTELLECTUAL PROPERTY LICENSED TO AXONICS UNTIL THE EXPIRATION OF THE PATENTS. PAYMENT OF THE MEDTRONIC DEFERRED COMP INCENTIVE WILL CONTINUE FOR THE NEXT 2 YEARS. AS STATED IN THE PLANS, "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 INELIGIBLE DEFERRED COMPENSATION PLANS WITHIN THE MEANING OF SECTION 457(F) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")." 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 VESTING PERIOD FOR THE AWARDS, AND AWARDS FURTHER DO NOT VEST EVEN DURING THE 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 NATIONAL 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, 2021, 2022, 2023 AND MOST RECENTLY IN 2024. PART I, LINE 7 TWO ANNUAL BONUSES ARE PAID PURSUANT TO: #1, "THE ALFRED E. MANN FOUNDATION FOR SCIENTIFIC RESEARCH ANNUAL INCENTIVE PLAN AND #2, "THE ALFRED E. MANN FOUNDATION FOR SCIENTIFIC RESEARCH KEY CONTRIBUTOR AWARD PROGRAM". THEY ARE BOTH RENEWED AND APPROVED EACH YEAR BY THE BOARD OF DIRECTORS. "THE ALFRED E. MANN FOUNDATION FOR SCIENTIFIC RESEARCH ANNUAL INCENTIVE PLAN" IS BASED ON THE ACHIEVEMENT OF PERSONAL AND CORPORATE GOALS, AMONG OTHER CONSIDERATIONS, WHILE "THE ALFRED E. MANN FOUNDATION FOR SCIENTIFIC RESEARCH KEY CONTRIBUTOR AWARD PROGRAM" IS TO PROVIDE PERFORMANCE AND RETENTION INCENTIVES BASED ON INDIVIDUAL AND FOUNDATION-WIDE PERFORMANCE TO ELIGIBLE EMPLOYEES OF THE FOUNDATION. 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. IT ALSO REVIEWS AND APPROVES 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 ON 4/16/24. THIS PROCESS WAS DOCUMENTED AND USED DETAILED INFORMATION FROM AN INDEPENDENT NATIONAL EXECUTIVE COMPENSATION ANALYSIS FIRM. FORM 990, PART VI, SECTION C, LINE 19 MEMBERS OF THE PUBLIC OR INTERESTED PARTIES MAY REQUEST TO REVIEW OR RECEIVE A COPY OF THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS BY PHONE OR MAIL. FORM 990, PART IX, LINE 11G CONSULTING FEES: PROGRAM SERVICE EXPENSES 3,614,701. MANAGEMENT AND GENERAL EXPENSES 71,900. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 3,686,601.