2021-11-11T12:53:28-06:00 2020-12-31 381357951 PLANTE & MORAN PLLC 8181 E TUFTS AVE SUITE 600 DENVER CO 80237 990 2020-01-01 841327507 ALLOSOURCE ALLO 7208730213 6278 S TROY CIRCLE CENTENNIAL CO 80111 THOMAS A CYCYOTA PRESIDENT/CHIEF EXECUTIVE OFFICER 7208730213 2021-11-05 1 THOMAS CYCYOTA 999009999 DORI J EGGETT P00645252 3037409400 2021-11-05 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z THOMAS A CYCYOTA 6278 S TROY CIRCLE CENTENNIAL CO 80111 147984601 0 X HTTPS://ALLOSOURCE.ORG/ X 1994 IL ALLOSOURCE RESPONSIBLY PROCESSES AND DISTRIBUTES HUMAN DONATED TISSUE THAT ENHANCES AND SAVES LIVES. 6 5 558 6 0 0 1865159 546574 143684046 134116779 290624 1719226 226679 801575 146066508 137184154 469735 433856 0 0 46601372 42183376 0 0 0 94282052 99391276 141353159 142008508 4713349 -4824354 159803280 155465890 57655352 56844523 102147928 98621367 INSPIRED BY THE GIFT OF DONATION FROM OUR COMMUNITIES, ALLOSOURCE RESPONSIBLY PROVIDES INNOVATIVE CELLULAR AND TISSUE ALLOGRAFTS TO ADVANCE PATIENT HEALING. 0 0 127669361 134116778 PROCESSING AND DISTRIBUTION: WITH THE GIFT OF DONATED TISSUE, ALLOSOURCE PROVIDES INNOVATIVE CELLULAR AND TISSUE ALLOGRAFTS TO ADVANCE PATIENT HEALING. IN 2020, ALLOSOURCE FULFILLED THIS RESPONSIBILITY BY PROCESSING MORE THAN 6,700 DONORS, AND DISTRIBUTED THE TISSUE THROUGHOUT NORTH AMERICA, SOUTH AMERICA, EUROPE, MIDDLE EAST, ASIA AND OCEANIA. MUSCULOSKELETAL AND SOFT TISSUE DONORS PROVIDE AN OPPORTUNITY TO CREATE LIFE-SAVING AND LIFE-ENHANCING SOLUTIONS IN ORTHOPEDIC, SPINE, BURN, AND WOUND PROCEDURES TO HELP RESTORE PATIENT HEALTH AND MOBILITY. ALLOSOURCE IS ACCREDITED BY THE AMERICAN ASSOCIATION OF TISSUE BANKS AND IS REGISTERED WITH THE FDA. 5061378 52600 RESEARCH, EDUCATION, AND TRAINING: ALLOSOURCE IS DEDICATED TO ADVANCING THE USE OF TRANSPLANTABLE ALLOGENEIC CELLS AND TISSUE THROUGH PIONEERING RESEARCH. IN 2019, ALLOSOURCE CONTINUED ITS RESEARCH IN THE AREAS OF PEDIATRIC ORTHOPEDICS AND CELLULAR THERAPIES, EXPANDING THE IMPACT OF DONATION BY FINDING ADDITIONAL USES FOR TISSUE. ALLOSOURCE WORKED WITH THE 501(C)(3) ORGANIZATIONS THAT RECOVER TISSUE TO REDUCE TISSUE CONTAMINATION. WE ALSO PROVIDED EDUCATIONAL OPPORTUNITIES TO OUR PARTNER ORGAN PROCUREMENT ORGANIZATIONS TO HELP THEM INCREASE DONATION RATES IN THEIR RESPECTIVE COMMUNITIES. 381256 381256 CHARITABLE CONTRIBUTION ACTIVITY: IN ALIGNMENT WITH OUR MISSION, ALLOSOURCE PROVIDED GRANTS TO SUPPORT 501(3) ORGANIZATIONS THAT ARE INVOLVED IN ORGAN, EYE, AND TISSUE DONATION, S.T.E.M. EDUCATION, AS WELL AS PATIENT PHYSICAL AND MENTAL HEALING. IN 2020, ALLOSOURCE GAVE GRANTS TO THREE ORGANIZATIONS TO FURTHER TISSUE DONATION AND TRANSPLANTATION AWARENESS AND PROCESSES, AND MADE CHARITABLE CONTRIBUTIONS TO TEN OTHER 501(C)(3) ORGANIZATIONS THROUGH DIRECT AND MATCHING EMPLOYEE FINANCIAL DONATIONS. 133111995 1 1 0 1 0 0 0 0 0 0 1 0 0 0 1 0 1 0 0 0 1 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 153 0 1 558 1 0 0 0 0 0 0 0 0 0 0 0 0 X 6 5 0 0 0 0 1 1 0 1 0 0 0 1 1 1 1 1 1 1 0 0 IL NY X YAN DENG 7208730213 6278 S TROY CIRCLE CENTENNIAL CO 80111 THOMAS A CYCYOTA PRESIDENT, CEO 40.00 0.00 X X 843411 0 146624 SUZANNE CONRAD BOARD MEMBER - CHAIR 3.00 0.00 X X 0 0 0 SUSAN DUNN BOARD MEMBER 3.00 0.00 X 0 0 0 MARK SIMON BOARD VICE CHAIR 3.00 0.00 X X 0 0 0 KEVIN CMUNT BOARD MEMBER - END 10/20 3.00 0.00 X 0 0 0 DR HARRY WILKINS BOARD MEMBER 3.00 0.00 X 0 0 0 DIANE BROCKMEIER BOARD MEMBER 3.00 0.00 X 0 0 0 YAN DENG SVP FINANCE & ACCOUNTING 40.00 0.00 X 208003 0 16722 RAIME M LEEBY-MUHLE CHIEF FINANCIAL OFFICER 40.00 0.00 X 566639 0 42858 DEAN H ELLIOTT CHIEF LEGAL OFFICER 40.00 0.00 X 355454 0 46757 ROSS WILKINS EXECUTIVE MEDICAL DIRECTOR 40.00 0.00 X 237007 0 12736 KEVIN L WHITTEN SR. VP SALES & MARKETING 40.00 0.00 X 264547 0 18585 RAPHAEL DIAZ VP SALES 40.00 0.00 X 213977 0 17906 COREY STONE EXECUTIVE DIRECTOR ESSENT BIOLOGICS 40.00 0.00 X 220187 0 17458 KENNETH HAMMONS SVP OPERATIONS 40.00 0.00 X 216955 0 13865 KIMBERLY MEYER VP QUALITY & PERFORMANCE EXCELLENCE 40.00 0.00 X 189607 0 19730 HANNIS W THOMPSON III MEDICAL DIRECTOR 40.00 0.00 X 419772 0 47368 BRIAN R BOBKA VP INTERNATIONAL 40.00 0.00 X 213485 0 36009 ALAN OKERMAN DIRECTOR IT 40.00 0.00 X 201648 0 14722 JOHN LAFAKIS AREA MANAGER 40.00 0.00 X 195626 0 21799 INGA GUREVICH ASSOCIATE MEDICAL DIRECTOR 40.00 0.00 X 192087 0 5632 SHELLEY A ZELIN CHIEF HUMAN RESOURCES OFFICER - FORMER 0.00 0.00 X 195648 0 4200 ROBERT A LAY CHIEF OPERATING OFFICER - FORMER 0.00 0.00 X 415959 0 3500 OLIVIA M THOMPSON FORMER CHIEF FINANCIAL OFF 0.00 0.00 X 145512 0 0 PETER STEVENS CHIEF NEW VENTURES OFFICER - FORMER 0.00 0.00 X 411001 0 4200 5706525 0 490671 92 1 1 0 EUROFINS VRL INC 6933-B REVERE PKWY CENTENNIAL CO 80112 LABORATORY SERVICE 5021765 FEDEX ERS P O BOX 37174 PITTSBURGH PA 152507741 SHIPPING SERVICE 2297387 NORTH AMERICAN SCIENCE ASSOC P O BOX 710970 CINCINNATI OH 45271 BIOASSAY TESTING 1786050 QUICK INTERNATIONAL COURIER 17528 148TH AVE JAMAICA NY 11434 COURIER SERVICE 1401131 STERIS CORPORATION 1652 SOLUTION CENTER CHICAGO IL 60677 STERILIZATION SERVICES 1064460 23 546574 546574 TISSUE DISTRIBUTION & 900099 134116779 134116779 134116779 538846 538846 11802060 178767 10505537 294910 1296523 -116143 1180380 1180380 INCOME (LOSS) FROM JRF 900099 655567 655567 MISCELLANEOUS INCOME 900099 146008 146008 801575 137184154 134918354 0 1719226 433856 433856 3669027 2716286 952741 32110571 28236890 3873681 217883 201108 16775 3649759 3052798 596961 2536136 2195458 340678 507299 253650 253649 486219 486219 2625 1969 656 1335591 1043584 292007 165377 165377 2482254 2320176 162078 1028438 771338 257100 713558 713558 1553683 1203419 350264 382404 367766 14638 107844 45087 62757 964684 868216 96468 4262622 3961012 301610 555044 416283 138761 TISSUE PROCESSING COSTS 77010707 77010707 COST OF DISTRIBUTION 3832879 3832879 REPAIRS & MAINTENANCE 2017716 1940024 77692 CONTRACT LABOR 333888 187938 145950 1648444 1337993 310451 142008508 133111995 8896513 0 1508815 148574 9557184 15056196 18549237 16737435 75075377 73311203 385359 171575 73807564 35473382 39561490 38334182 6874002 3618652 4149090 4804657 107862 78546 4034864 3204870 159803280 155465890 33597162 26156959 19080238 17297336 2709261 3521702 2268691 9868526 57655352 56844523 X 102147928 98621367 102147928 98621367 159803280 155465890 -4824354 1297793 0 X X 0 1 X 1 0 X 1492200 1604560 577458 1865159 546574 6085951 146401007 137063038 142731120 143684046 134116779 703995990 147893207 138667598 143308578 145549205 134663353 710081941 10428389 9017629 9517130 9710119 10336850 49010117 59282560 68038068 76986927 73750810 67676533 345734898 69710949 77055697 86504057 83460929 78013383 394745015 315336926 95916 107434 22267 317511 538846 1081974 95916 107434 22267 317511 538846 1081974 1173329 1467488 2436070 226679 801575 6105141 149162452 140242520 145766915 146093395 136003774 717269056 0.43960 0.46130 0.00150 0.00100 X SCHEDULE A, PART III, LINE 12, EXPLANATION FOR OTHER INCOME: MISCELLANEOUS INCOME; JRF INCOME: A 501(C)(3) ENTITY. ALLOSOURCE IS ONE OF TWO MEMBERS; LABS INCOME (2016-2018): A TAXABLE, NON-PROFIT. ALLOSOURCE IS THE SOLE MEMBER; AND LICENSE FEES. LABS WAS SOLD IN 2018. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 2625 2625 0 PART II-B, LINE 1: ALLOSOURCE DOES NOT MAKE POLITICAL CAMPAIGN DONATIONS. THE ORGANIZATION INDIRECTLY PARTICIPATED IN LOBBYING ACTIVITIES THROUGH MEMBERSHIP FEES PAID TO THE AMERICAN ASSOCIATION OF TISSUE BANKS. 2524527 2524527 47681337 19037940 28643397 11659 11659 0 15475372 10843265 4632107 8114669 5580518 2534151 38334182 DEFERRED COMPENSATION 2018456 CAPITAL LEASE OBLIGATION 62437 PPP LOANS 7787633 9868526 138481947 1297793 1297793 137184154 0 137184154 142008508 0 142008508 0 142008508 SOUTH AMERICA 0 0 PROGRAM SERVICES TISSUE DISTRIBUTION 5460 0 0 0 0 0 0 5460 0 5460 0 0 0 0 0 1 PART III ACCOUNTING METHOD: 1 COLORADO STATE UNIVERSITY 2002 CAMPUS DELIVERY FORT COLLINS CO 80523 846000545 STATE OF CO 39600 PERIOSTEUM FIBERS PROJECT UNIVERSITY OF COLORADO BOULDER PO BOX 910220 DENVER CO 80291 846000555 501(C)(3) 8000 STUDENT DESIGN PROJECTS UNIVERSITY OF DENVER 2155 E WESLEY AVE 469 DENVER CO 80208 840404231 501(C)(3) 5000 SENIOR DESIGNS PROJECTS THE PHOENIX SOCIETY 1835 R W BERENDS DR SW GRAND RAPIDS MI 49519 232062352 501(C)(3) 330000 CHARITABLE CONTRIBUTION TO SUPPORT MISSION LIMB PRESERVATION FOUNDATION 1600 BROADWAY ST STE 2400 DENVER CO 80202 841565464 501(C)(3) 25000 CHARITABLE CONTRIBUTION TO SUPPORT MISSION MERCY SHIP WAREHOUSE 15862 STATE HWY 110 N LINDALE TX 75771 262414132 501(C)(3) 13813 FMV TISSUE DONATION CHARITABLE CONTRIBUTION TO SUPPORT MISSION 6 0 PART I, LINE 2: THE VICE PRESIDENT OF RESEARCH AND DEVELOPMENT COMMUNICATES ON AN ON-GOING BASIS WITH RECIPIENTS OF GRANT FUNDS TO ENSURE THE OBJECTIVES AND GOALS OF THESE PROGRAMS ARE FULFILLED. X X X X X 1 1 0 0 0 0 0 1 0 THOMAS A CYCYOTA PRESIDENT, CEO 687210 0 153753 0 2448 0 136432 0 10192 0 990035 0 0 0 RAIME M LEEBY-MUHLE CHIEF FINANCIAL OFFICER 97448 0 66710 0 402481 0 38209 0 4649 0 609497 0 78419 0 HANNIS W THOMPSON III MEDICAL DIRECTOR 296715 0 45930 0 77127 0 36488 0 10880 0 467140 0 74842 0 ROBERT A LAY CHIEF OPERATING OFFICER - FORMER 0 0 51300 0 364659 0 3500 0 0 0 419459 0 45359 0 PETER STEVENS CHIEF NEW VENTURES OFFICER - FORMER 0 0 50418 0 360583 0 4200 0 0 0 415201 0 46883 0 DEAN H ELLIOTT CHIEF LEGAL OFFICER 305268 0 48260 0 1926 0 34734 0 12023 0 402211 0 0 0 KEVIN L WHITTEN SR. VP SALES & MARKETING 228031 0 35994 0 522 0 1487 0 17098 0 283132 0 0 0 ROSS WILKINS EXECUTIVE MEDICAL DIRECTOR 233299 0 0 0 3708 0 2740 0 9996 0 249743 0 0 0 BRIAN R BOBKA VP INTERNATIONAL 183003 0 28458 0 2024 0 22699 0 13310 0 249494 0 0 0 COREY STONE EXECUTIVE DIRECTOR ESSENT BIOLOGICS 192746 0 27281 0 160 0 4202 0 13256 0 237645 0 0 0 RAPHAEL DIAZ VP SALES 184514 0 29157 0 306 0 4702 0 13204 0 231883 0 0 0 KENNETH HAMMONS SVP OPERATIONS 188005 0 27536 0 1414 0 3975 0 9890 0 230820 0 0 0 YAN DENG SVP FINANCE & ACCOUNTING 179648 0 28031 0 324 0 3380 0 13342 0 224725 0 0 0 JOHN LAFAKIS AREA MANAGER 155085 0 0 0 40541 0 4786 0 17013 0 217425 0 0 0 ALAN OKERMAN DIRECTOR IT 172802 0 27856 0 990 0 5085 0 9637 0 216370 0 0 0 KIMBERLY MEYER VP QUALITY & PERFORMANCE EXCELLENCE 162829 0 26598 0 180 0 2219 0 17511 0 209337 0 0 0 SHELLEY A ZELIN CHIEF HUMAN RESOURCES OFFICER - FORM 0 0 40469 0 155179 0 4200 0 0 0 199848 0 155179 0 INGA GUREVICH ASSOCIATE MEDICAL DIRECTOR 134010 0 57928 0 149 0 0 0 5632 0 197719 0 0 0 OLIVIA M THOMPSON FORMER CHIEF FINANCIAL OFF 0 0 0 0 145512 0 0 0 0 0 145512 0 145512 0 PART I, LINES 4A-B THE FOLLOWING INDIVIDUALS RECEIVED SEVERANCE PAYMENTS FROM ALLOSOURCE: RAIME LEEBY-MUHLE - $324,000, PETER STEVENS - $313,700, AND ROBERT LAY - $319,300. THE INFORMATION IS INCLUDED IN REPORTABLE COMPENSATION ON THE FORM 990, PART VII AND SCHEDULE J, PART II. PART I, LINES 4A-B: PART I, LINE 4B: THE FOLLOWING INDIVIDUALS PARTICIPATED IN A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN IN 2020 SPONSORED BY ALLOSOURCE: HANNIS W. THOMPSON - $27,907, RAIME M. LEEBY-MUHLE - $32,400, THOMAS A CYCYOTA - $125,003, DEAN ELLIOTT - $29,460, AND BRIAN BOBKA - $17,340. THE DOLLAR AMOUNT REPRESENTS THE CURRENT YEAR CONTRIBUTION MADE BY ALLOSOURCE ON BEHALF OF THE INDIVIDUALS TO THE PLAN IN 2020. THIS INFORMATION IS INCLUDED IN DEFERRED COMPENSATION ON THE FORM 990, PART VII AND SCHEDULE J, PART II. THE FOLLOWING INDIVIDUALS ALSO PARTICIPATED IN A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN IN 2020 SPONSORED BY ALLOSOURCE: ROBERT A. LAY - $45,359, SHELLEY A. ZELIN -$155,179, PETER STEVENS - $46,883, HANNIS THOMPSON - $74,482, RAIME LEEBY-MUHLE - $78,419, AND OLIVIA M. THOMPSON - $145,512. THE DOLLAR AMOUNT REPRESENTS THE CURRENT YEAR DISTRIBUTION MADE BY THE PLAN TO THE INDIVIDUALS. THIS INFORMATION IS INCLUDED IN REPORTABLE COMPENSATION ON THE FORM 990, PART VII AND SCHEDULE J, PART II. PART I, LINE 7: THE BOARD OF DIRECTORS ANNUALLY ESTABLISHES GOALS AND OBJECTIVES FOR THE EMPLOYEES LISTED ON FORM 990. THESE GOALS AND OBJECTIVES ARE FOCUSED ON MEETING BOTH THE MISSION OF THE ORGANIZATION AND KEY FINANCIAL METRICS, WHICH ALLOWS ALLOSOURCE TO PAY CHARITABLE CONTRIBUTIONS TO THE MEMBER 501(C)(3) ORGAN PROCUREMENT ORGANIZATIONS. POTENTIAL BONUS AWARD DISTRIBUTIONS WERE FACTORED INTO THE DETERMINATION AND ANALYSIS OF WHETHER SUCH INDIVIDUALS' COMPENSATION IS REASONABLE UNDER THE REBUTTABLE PRESUMPTION OF REASONABLENESS PROVISION IN THE TREASURY REGULATIONS. IN 2020, THESE METRICS INCLUDED GROWTH AND EXPANSION OF THE MISSION AS MEASURED BY REVENUE AND NET INCOME (BEFORE CHARITABLE CONTRIBUTIONS); EPICOR II COMPLETION; AND INDIVIDUAL COMMITMENT FOR ALLOSOURCE PROCESS IMPROVEMENT. UPON ATTAINING THESE PREDETERMINED METRICS, BONUSES ARE PAID ANNUALLY IN THE SUBSEQUENT YEAR SUBJECT TO APPROVAL BY THE BOARD OF DIRECTORS AND ARE BASED ON A PERCENTAGE OF THE EMPLOYEE'S RESPECTIVE SALARIES. A COLORADO HEALTH FACILITIES AUTHORITY REV 840752932 2012-03-21 22500874 RE-ISSUANCE OF SERIES 2010 BOND ISSUED ON DECEMBER 29, 2010 0 0 0 B COLORADO HEALTH FACILITIES AUTHORITY REV 840752932 2015-02-12 9108000 FUNDING FOR FACILITY EXPANSION 0 0 0 A 22500874 22500874 2012 1 0 1 1 B 9108000 50001 9057999 2015 0 0 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 B 0 0 0 0 0 0 0 A 0 0 1 0 1 0 0 0 1 B 0 0 1 0 0 0 0 0 1 A 1 B 1 SCHEDULE K, PART I, BOND ISSUES: AN AGREEMENT WAS PUT IN PLACE WITH THE ISSUER AT THE TIME THE BONDS WERE ISSUED WITH RESPECT TO PERMITTED USE OF BOND-FINANCED ASSETS AND REMEDIAL ACTIONS UNDER TREAS. REG. SS 1.145-2(A) AND 1.141(12) THAT WILL BE UNDERTAKEN IF THERE IS AN IMPERMISSIBLE CHANGE IN USE OF SUCH ASSETS. ADDITIONALLY, THE ALLOSOURCE BOARD OF DIRECTORS HAS ADOPTED A RESOLUTION EFFECTIVE JULY 31, 2012, ESTABLISHING PROCEDURES TO ENSURE ANY VIOLATIONS THAT CANNOT BE "SELF-CORRECTED" UNDER TREAS. REG. SS 1.141(12) WILL BE REMEDIATED THROUGH THE IRS'S VOLUNTARY CLOSING AGREEMENT PROGRAM AS DESCRIBED IN NOTICE 2008-31. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS ONE CLASS OF MEMBERSHIP. EACH CORPORATE MEMBER IS A 501(3), TAX EXEMPT ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A EACH CORPORATE MEMBER HAS THE EXCLUSIVE POWER TO ELECT AND REMOVE, WITH OR WITHOUT CAUSE, ONE OF THE VOTING DIRECTORS OF THE CORPORATION, EXCLUDING EX-OFFICIO VOTING DIRECTORS. FORM 990, PART VI, SECTION A, LINE 8B THE ORGANIZATION DOES NOT HAVE ANY COMMITTEES WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS REVIEWED BY THE ORGANIZATION'S KEY OFFICERS AND CHIEF LEGAL OFFICER FOR BOTH DESCRIPTION AND NUMERIC CONTENT. THE FORM IS THEN REVIEWED BY OUTSIDE COUNSEL. AFTER THESE REVIEWS, THE FORM IS SENT TO THE AUDIT COMMITTEE FOR A DETAILED REVIEW AND OPPORTUNITY TO PROVIDE COMMENTS AND RECOMMENDATIONS TO MANAGEMENT. SUBSEQUENT TO INCORPORATION OF THE AUDIT COMMITTEE RECOMMENDATION INTO THE FORM 990, THE COMMITTEE ADOPTS A RESOLUTION TO RECOMMEND THE FORM 990 TO THE BOARD, AT WHICH TIME THE FORM 990 IS SUBMITTED TO THE BOARD FOR REVIEW AND ACCEPTANCE. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION MONITORS THE POLICY BY REVIEWING THE ANNUAL CONFLICT OF INTEREST POLICY STATEMENTS RECEIVED FROM ITS DIRECTORS, OFFICERS, AND KEY EMPLOYEES IN ACCORDANCE WITH THE ORGANIZATION'S CONFLICT OF INTEREST POLICY. IN CONNECTION WITH ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST, AN INTERESTED PERSON IMMEDIATELY MUST DISCLOSE IN WRITING OR AT A NOTICED MEETING OF THE BOARD OF DIRECTORS THE EXISTENCE AND NATURE OF THE CONFLICT AND OF HIS OR HER FINANCIAL INTEREST TO THE BOARD OF DIRECTORS. IN ALL EVENTS, SUCH WRITTEN DISCLOSURE MUST BE MADE IN SUFFICIENT TIME TO PERMIT THE BOARD, WHILE CONSIDERING THE PERTINENT ALLOSOURCE BUSINESS ACTIVITY, TO CONSIDER THE DISCLOSURE, MAKE NECESSARY OR APPROPRIATE INQUIRY, AND TAKE SUITABLE ACTION IN RESPECT TO AND IN LIGHT OF THE DISCLOSURE. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS. AFTER DISCLOSURE OF THE ACTUAL OR POTENTIAL CONFLICT OF INTEREST IN FULL DETAIL, THE INTERESTED PERSON SHALL LEAVE THE BOARD MEETING WHILE THE QUESTION OF THE EXISTENCE AND MATERIALITY OF THE DISCLOSED CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON BY THE REMAINING BOARD MEMBERS PRESENT AT THE MEETING. NO SUCH DEPARTURE BY A DISCLOSING INTERESTED PERSON SHALL DEFEAT THE EXISTENCE OF A QUORUM TO CONDUCT THE BUSINESS UNDER CONSIDERATION. THE REMAINING BOARD MEMBERS SHALL DECIDE BY MAJORITY VOTE, UNLESS OTHERWISE PRESCRIBED BY THE BYLAWS, WHETHER A CONFLICT OF INTERST EXISTS AND, IF A CONFLICT DOES EXIST, WHETHER IT IS MATERIAL AND THEREFORE IMPERMISSIBLE CONDUCT FOR THE DISCLOSING INTERESTED PERSON. THE CHAIRPERSON OF THE BOARD OF DIRECTORS SHALL, IN HIS OR HER DISCRETION APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE THE IMPACT OF THE DISCLOSED CONFLICT IN THE CONTEXT OF THE PROPOSED TRANSACTION, ARRANGEMENT, BUSINESS RELATIONSHIP, OR CONTRACT. AFTER EXERCISING DUE DILIGENCE IN SUCH INVESTIGATION, THE BOARD SHALL DETERMINE WHETHER ALLOSOURCE MAY ACHIEVE A MORE ADVANTAGEOUS TRANSACTION, ARRANGEMENT, BUSINESS RELATIONSHIP, OR CONTRACT WITH REASONABLE EFFORT, FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION, ARRANGEMENT BUSINESS RELATIONSHIP, OR CONTRACT MAY NOT REASONABLY BE ACHIEVED UNDER CIRCUMSTANCES WHICH WOULD AVOID THE CONFLICT OF INTEREST, THE BOARD SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION, ARRANGEMENT, BUSINESS RELATIONSHIP, OR CONTRACT IS IN ALLOSOURCE'S BEST INTEREST AND WHETHER THE RESULT IS FAIR AND REASONABLE TO ALLOSOURCE, NOTWITHSTANDING THE CONFLICT OF INTEREST. THE BOARD ALSO SHALL EVALUATE THE POSSIBLE APPEARANCE OF IMPROPRIETY AND POTENTIAL FOR ADVERSE IMPACT ON DONATION IN ITS DELIBERATIONS. THE BOARD SHALL BE GUIDED IN ITS DECISION BY THE PRINCIPLES ARTICULATED ABOVE. IF THE BOARD HAS REASONABLE CAUSE TO BELIEVE THAT AN INTERESTED PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST, IT SHALL INFORM THE INTERESTED PERSON OF THE BASIS FOR THE BOARD'S BELIEF AND AFFORD THE INTERESTED PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE RESPONSE FROM THE INTERESTED PERSON AND MAKING SUCH FURTHER INVESTIGATION AS THE BOARD MAY WISH THE BOARD DETERMINES THAT THE INTERESTED PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST, THE BOARD SHALL TAKE ANY DISCIPLINARY AND CORRECTIVE ACTION IT DEEMS APPROPRIATE, INCLUDING RECOMMENDATION TO THE CORPORATE MEMBER THAT THE INTERESTED PERSON, IF A DIRECTOR OF ALLOSOURCE, BE REMOVED OR EXPELLED BY FURTHER ACTION OF THE PERTINENT CORPORATE MEMBER PURSUANT TO THE ALLOSOURCE BYLAWS, EXPULSION OF AN INTERESTED PERSON OTHER THAN A DIRECTOR, AND PURSUIT OF A CLAIM FOR RESTITUTION OR DAMAGES, AS THE BOARD MAY DECIDE. FORM 990, PART VI, SECTION B, LINE 15A THE PROCESS FOR SETTING COMPENSATION FOR THE CEO BEGINS BY ESTABLISHING GOALS AND OBJECTIVES EACH YEAR. THE BOARD OF DIRECTORS EVALUATES THIS POSITION'S PERFORMANCE TO THE GOALS AND OBJECTIVES FOR PERFORMANCE EVALUATIONS. THE CEO'S PERFORMANCE, ALONG WITH BENCHMARK DATA SUPPLIED FROM A THIRD-PARTY ON COMPARABLE SALARIES AND BENEFIT PACKAGES, ARE UTILIZED TO ARRIVE AT THE CEO'S COMPENSATION. THIS PROCESS AND A REASONABLENESS REVIEW CONDUCTED BY THE BOARD OF DIRECTORS WAS LAST COMPLETED IN 2020. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS ARE MADE AVAILABLE FOR PUBLIC INSPECTION AT THE ORGANIZATION'S OFFICE IN CENTENNIAL, COLORADO, ALONG WITH THE ORGANIZATION'S EXEMPTION APPLICATION, FORM 1023. THE CONFLICT OF INTEREST POLICY IS NOT MADE AVAILABLE FOR PUBLIC INSPECTION. THE FINANCIAL STATEMENTS ARE AUDITED BY INDEPENDENT ACCOUNTANTS. THE FINANCIAL STATEMENTS INCLUDE THE STATEMENT OF REVENUE AND EXPENSES AND BALANCE SHEET, AND ARE REPORTED ON THE ORGANIZATION'S FORM 990 IN PARTS VIII, IX, AND X, AND SCHEDULE D. THE FORM 990 AND SCHEDULES ARE MADE AVAILABLE UPON REQUEST AT THE OFFICE OF THE ORGANIZATION IN CENTENNIAL, COLORADO. FORM 990, PART XII, LINE 2C: THE OVERSIGHT AND SELECTION PROCESS HAS NOT CHANGED FROM THE PRIOR TAX YEAR. ESSENT BIOLOGICS LLC 6278 S TROY CIR CENTENNIAL CO 80111 843601661 PROCESS & DEVELOP HUMAN TISSUE DE -1864747 573024 ALLOSOURCE