2023-07-28T16:05:48-05:00 2023-03-31 910189318 MOSS ADAMS LLP 21700 OXNARD ST STE 300 WOODLAND HILLS CA 91367 990 2022-04-01 954002032 THE ALFRED E MANN FOUNDATION FOR SCIENTIFIC RESEARCH ALFR 6617026700 25134 RYE CANYON LOOP SANTA CLARITA CA 91355 ROBERT GREENBERG CEO 6617026700 2023-07-28 1 ROBERT GREENBERG 999009999 0 WENDY CAMPOS P00448102 8185771900 2023-07-27 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z ROBERT GREENBERG 25134 RYE CANYON LOOP SANTA CLARITA CA 91355 33535258 0 X WWW.AEMF.ORG X 1985 CA CONDUCT MEDICAL AND SCIENTIFIC RESEARCH 5 4 84 4 0 0 721081 805 1059040 862321 120224737 28018820 6533970 2172096 128538828 31054042 5000 5000 0 0 11812035 13688082 0 0 0 6325662 9129152 18142697 22822234 110396131 8231808 374343975 344680217 2647791 5996723 371696184 338683494 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 12353374 5000 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 FIRST-IN-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. PRE-CLINICAL STUDIES HAVE ALSO BEEN CONDUCTED. 3606557 2172692 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 POTENTIAL PRE-CLINICAL TESTING. ADDITIONALLY, THE BUSINESS DEVELOPMENT TEAM, ALONG WITH EXECUTIVE MANAGEMENT AND OTHER STAFF, PERFORMED PRELIMINARY DUE DILIGENCE ON A NUMBER OF ASSETS. 2097482 701650 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; 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 COMPLETED AT AMF. DESIGN TRANSFER SUPPORT ACTIVITIES WERE ALSO CONDUCTED. 701541 0 OTHER PROJECT STATUS:SEVERAL STUDIES ARE PLANNED TO EXPLORE THE FEASIBILITY OF USING AMF'S TECHNOLOGY FOR OTHER APPLICATIONS. THESE STUDIES INCLUDE AN INTERNAL NSR STUDY, PRE-CLINICAL STUDIES, AND COMPUTER SIMULATION STUDIES. ADDITIONALLY, THE SOFTWARE FOR AMF'S TECHNOLOGY IS BEING DEVELOPED WITH FLEXIBILITY TOWARDS OTHER APPLICATIONS. 106038 103615 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. 47955 56470 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. 855534 160085 18912947 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 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 0 0 0 0 1 29 0 1 84 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 1029580 0 73268 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 DAVID SCOTT BOARD MEMBER 1.25 X 0 0 0 FARAH BOROOMAND CHIEF FINANCIAL OFFICER 44.00 X 516762 0 34316 CHARLES NELSON THRU 033123 CHIEF OPERATING OFFICER 40.00 X 390806 0 40565 COREY DISHMON CHIEF LEGAL OFFICER, EXECUTIVE VP, BUSINESS DEVELO 40.00 X 346412 0 26430 NEIL TALBOT VP, RESEARCH AND TECHNOLOGY 40.00 X 318519 0 38865 BRIAN MECH VICE PRESIDENT, STRATEGY 40.00 X 265049 0 9346 VALMA KLEIN VICE PRESIDENT, CLINICAL AFFAIRS 41.50 X 248003 0 32306 PHILIP LEE ASSISTANT GENERAL COUNSEL 40.00 X 207284 0 13149 MICHAEL PERRIN THRU 021822 VP QUAL ASSUR, REGULATORY, OPERATIONS 40.00 X 163685 0 32824 CEDRIC NAVARRO AS OF 080822 VP, REGULATORY AFFAIRS 40.00 X 70873 0 17410 JOHN RIVERA AS OF 032023 VP, PRODUCT DEVELOPMENT 40.00 X 0 0 0 JOSEPH CALDERON DIRECTOR, MECHANICAL ENGINEERING 45.50 X 247497 0 44789 BRIAN SHELTON DIRECTOR, SOFTWARE AND SYSTEMS DEV 40.00 X 239705 0 30378 BRIAN DEARDEN THRU 012023 DIRECTOR, ELECTRICAL ENGINEERING 41.00 X 217965 0 50790 CHRISTOPHER FLECK DIRECTOR, MANUFACTURING ENGINEERING 40.00 X 237476 0 24821 CHRISTOPHER JENNEY SR. PRINCIPAL MATERIALS SCIENTIST 40.00 X 198781 0 35798 WILLIAM BRANDT SR. PRINCIPAL MECHANICAL ENGINEER 46.00 X 200048 0 14086 SAM BOWMAN PRINCIPAL ENGINEER ELECTRICAL 40.00 X 209380 0 26206 JEFFREY BRYDLE FIRMWARE ENGINEERING MANAGER 40.00 X 194484 0 16834 5302309 0 562181 42 0 1 0 MEDIX STAFFING SOLUTIONS INC 222 S RIVERSIDE PLAZA SUITE 2120 CHICAGO IL 60606 TEMPORARY EMPLOYMENT SERVCIES 353054 LEWIS ROCA ROTHGERBER CHRISTIE LLP 201 EAST WASHINGTON STREET PHOENIX AZ 85004 LEGAL SERVICES 275374 PRD CONSTRUCTION INC 16843 SIERRA HIGHWAY CANYON COUNTRY CA 91351 BUILDING / LEASE HOLD IMPROVEMENT 249146 COMPUTER PACKAGES INC 11 N WASHINGTON STREET SUITE 300 ROCKVILLE MD 20850 SOFTWARE PROVIDERS 167974 NORTH AMERICAN SCIENCE ASSOCIATES LLC-MN 8945 EVERGREEN BLVD NW MINNEAPOLIS MN 55433 RESEARCH AND DEVELOPMENT PROJECT 166979 18 805 805 OTHER PROJECT INCOME (OSSUR) 541700 701650 701650 IMES II PROGRAM REVENUE 541700 104201 104201 RESEARCH GRANT INCOME 541700 56470 56470 862321 7726554 7726554 2172096 2172096 22763482 10000 2472182 9034 20291300 966 20292266 20292266 31054042 3034417 0 28018820 X 5000 5000 4818834 4016042 802792 7062906 6147314 915592 120770 84650 36120 984021 915064 68957 701551 609381 92170 740519 672593 67926 104331 104331 1089834 1089834 2437275 2410564 26711 1844486 1783001 61485 361162 348307 12855 1204384 998168 206216 125053 98868 26185 61855 35141 26714 688556 604089 84467 103794 89707 14087 RELOCATION EXPENSE 290516 30589 259927 EMPLOYEE MORALE 56376 47488 8888 EMPLOYEE TRAINING 11016 9310 1706 MEALS 6995 4671 2324 3000 3000 22822234 18912947 3909287 0 1040546 222920 118586920 113006676 6079 2066 512509 185245 8739760 6351485 1619855 2388275 241873349 224021417 1477043 138767 919507 842965 8308167 3871886 374343975 344680217 2647791 2739571 0 3257152 2647791 5996723 X 371696184 338683494 371696184 338683494 374343975 344680217 8231808 -41244498 0 X 0 1 X 1 0 X UCLA FOUNDATION LOS ANGELES CA 1470564 912102 558462 5650123 4185804 1464319 1619073 1253579 365494 2388275 OPERATING LEASE LIABILITIES 3257152 3257152 X -10190456 -41244498 -41244498 31054042 0 31054042 22822234 0 22822234 0 22822234 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 ALFRED E. MANN FOUNDATION FOR SCIENTIFIC RESEARCH HAD NO SIGNIFICANT UNRELATED BUSINESS INCOME TAX DURING THE YEAR ENDED MARCH 31, 2023 AND 2022. ACCORDINGLY, NO TAX PROVISION FOR UNRELATED BUSINESS INCOME HAS BEEN MADE IN THE ACCOMPANYING FINANCIAL STATEMENTS FOR 2023 AND 2022. THE FOUNDATION, UNDER THE PROVISIONS OF ASC 740, INCOME TAXES, HAD NO UNCERTAIN TAX POSITIONS REQUIRING ACCRUAL AS OF MARCH 31, 2023 AND 2022. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 20920068 NORTH AMERICA 0 0 INVESTMENTS 173271 0 0 0 0 0 0 21093339 0 21093339 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 1 0 0 1 0 0 0 1 0 ROBERT GREENBERG CEO, EXECUTIVE CHAIRMAN OF THE BOARD 539580 0 490000 0 0 0 9150 0 64118 0 1102848 0 0 0 FARAH BOROOMAND CHIEF FINANCIAL OFFICER 317807 0 198955 0 0 0 9029 0 25287 0 551078 0 0 0 CHARLES NELSON THRU 033123 CHIEF OPERATING OFFICER 327306 0 63500 0 0 0 9150 0 31415 0 431371 0 0 0 COREY DISHMON CHIEF LEGAL OFFICER, EXECUTIVE VP, B 288412 0 58000 0 0 0 6174 0 20256 0 372842 0 0 0 NEIL TALBOT VP, RESEARCH AND TECHNOLOGY 257894 0 60625 0 0 0 7831 0 31034 0 357384 0 0 0 JOSEPH CALDERON DIRECTOR, MECHANICAL ENGINEERING 171157 0 76340 0 0 0 6485 0 38304 0 292286 0 0 0 VALMA KLEIN VICE PRESIDENT, CLINICAL AFFAIRS 189378 0 58625 0 0 0 5854 0 26452 0 280309 0 0 0 BRIAN MECH VICE PRESIDENT, STRATEGY 255039 0 10010 0 0 0 8008 0 1338 0 274395 0 0 0 BRIAN SHELTON DIRECTOR, SOFTWARE AND SYSTEMS DEV 188345 0 51360 0 0 0 5730 0 24648 0 270083 0 0 0 BRIAN DEARDEN THRU 012023 DIRECTOR, ELECTRICAL ENGINEERING 183875 0 34090 0 0 0 5455 0 45335 0 268755 0 0 0 CHRISTOPHER FLECK DIRECTOR, MANUFACTURING ENGINEERING 194766 0 42710 0 0 0 6314 0 18507 0 262297 0 0 0 SAM BOWMAN PRINCIPAL ENGINEER ELECTRICAL 168170 0 41210 0 0 0 4706 0 21500 0 235586 0 0 0 CHRISTOPHER JENNEY SR. PRINCIPAL MATERIALS SCIENTIST 167371 0 31410 0 0 0 5108 0 30690 0 234579 0 0 0 PHILIP LEE ASSISTANT GENERAL COUNSEL 181784 0 25500 0 0 0 5070 0 8079 0 220433 0 0 0 WILLIAM BRANDT SR. PRINCIPAL MECHANICAL ENGINEER 153848 0 46200 0 0 0 5375 0 8711 0 214134 0 0 0 JEFFREY BRYDLE FIRMWARE ENGINEERING MANAGER 181349 0 13135 0 0 0 5899 0 10935 0 211318 0 0 0 MICHAEL PERRIN THRU 021822 VP QUAL ASSUR, REGULATORY, OPERATION 54747 0 32749 0 76189 0 990 0 31834 0 196509 0 0 0 PART I, LINE 4A MICHAEL PERRIN RECEIVED A SEVERANCE PAYMENT OF $76,189 DURING CALENDAR YEAR 2022. PART I, LINE 5 AWARDS WERE PAID THIS YEAR UNDER TWO INCENTIVE COMPENSATION PLANS KNOWN AS 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 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. THE MEDTRONIC DRFFERED COMP INCENTIVE WILL CONTINUE FOR THE NEXT 3 YEARS. 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 INELIGIBLE DEFERRED COMPENSATION PLANS 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 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 AND MOST RECENTLY IN 2023. 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 6/9/23. 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 2,410,564. MANAGEMENT AND GENERAL EXPENSES 26,711. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,437,275.