2019-07-16T14:28:58-05:00 2019-03-31 910189318 MOSS ADAMS LLP 805 SW BROADWAY STE 1200 PORTLAND OR 97205 990 2018-07-01 910961784 SEATTLE BIOMEDICAL RESEARCH INSTITUTE SEAT 4157444352 PO BOX 356 MERCER ISLAND WA 98040 GREGG BLODGETT TREASURER 4157444352 2019-05-22 1 WENDY CAMPOS P00448102 5032421447 2019-05-20 12.129.7.100 2019-05-22 11:23:41 PD P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 CEB32098E0DA78823741A708D31426FEC07C0BDB 2018 2019-02-21 02:37:17Z X X CENTER FOR INFECTIOUS DISEASE RESEARCH IRWIN GOVERMAN PO BOX 356 MERCER ISLAND WA 98040 9034999 0 X WWW.CIDRESEARCH.ORG X 1976 WA TO ELIMINATE THE WORLD'S MOST DEVASTATING INFECTIOUS DISEASES. X 3 3 223 3 0 58476 30598366 8562331 325859 143682 1222458 62555 -1842850 265559 30303833 9034127 0 22287861 0 0 16531991 6143160 0 0 109297 17685952 6379537 34217943 34810558 -3914110 -25776431 33632197 0 7668420 0 25963777 0 X WE CONDUCT FUNDAMENTAL INFECTIOUS DISEASE RESEARCH TO GENERATE CRITICAL NEW KNOWLEDGE ABOUT PATHOGENS AND THEIR INTERACTIONS WITH SEE SCHEDULE O FOR CONTINUATIONHUMANS TO ENABLE THE DISCOVERY AND DEVELOPMENT OF NOVEL INTERVENTIONS, RATIONAL VACCINES, THERAPEUTIC TARGETS, DRUGS AND DIAGNOSTICS. THESE DISEASES INCLUDE, BUT ARE NOT LIMITED TO, TUBERCULOSIS, MALARIA, AND HIV.WE ARE ALSO ENGAGED IN TRAINING THE NEXT GENERATION OF SCIENTISTS WHO WILL PERFORM SCIENTIFIC RESEARCH AND ADD CLINICAL CAPACITY THROUGHOUT THE WORLD. 0 1 31205718 22287861 143682 WE CONDUCT FUNDAMENTAL INFECTIOUS DISEASE RESEARCH TO GENERATE CRITICAL NEW KNOWLEDGE ABOUT PATHOGENS AND THEIR INTERACTIONS WITH HUMANS TO ENABLE THE DISCOVERY AND DEVELOPMENT OF NOVEL INTERVENTIONS, RATIONAL VACCINES, THERAPEUTIC TARGETS, DRUGS AND DIAGNOSTICS. THESE DISEASES INCLUDE, BUT ARE NOT LIMITED TO, TUBERCULOSIS, MALARIA, AND HIV. WE ARE ALSO ENGAGED IN TRAINING THE NEXT GENERATION OF SCIENTISTS WHO WILL PERFORM SCIENTIFIC RESEARCH AND ADD CLINICAL CAPACITY THROUGHOUT THE WORLD.SEE SCHEDULE O FOR CONTINUATIONACCOMPLISHMENTS INCLUDE: -DISCOVERY OF RNA EDITING, WHICH PROVIDES A POTENTIAL BASIS FOR DRUG TREATMENTS FOR THREE MAJOR PARASITIC DISEASES.-IDENTIFICATION OF TWO HIV1 ENVELOPE ANTIGENS THAT ELICITED BROADLY NEUTRALIZING ANTIBODIES AGAINST HIV WHEN INTRODUCED AS A TRIAL VACCINE IN PRIMATES.-GENETICALLY ENGINEERED THE MALARIA PARASITE P. FALCIPARUM BY THE PRECISE REMOVAL OF SPECIFIC GENES, CREATING A STRAIN THAT INFECTS HUMANS AND IS WELL TOLERATED BUT CANNOT CAUSE MALARIA, THUS MAKING IT A NOVEL NEW VACCINE CANDIDATE. 82020 BIOQUEST: THE PRIMARY GOAL OF THE INSTITUTE'S SCIENCE OUTREACH PROGRAM, BIOQUEST, IS TO PROVIDE A CURRICULUM-RELEVANT, CAREER-INSPIRING, TECHNOLOGY-RICH SCIENCE EDUCATION PROGRAM WITHIN THE CONTEXT OF INFECTIOUS DISEASE RESEARCH TO HIGH SCHOOL STUDENTS, TEACHERS, AND THE GENERAL PUBLIC. WE ARE THE ONLY ORGANIZATION IN THE NATION TO OFFER A 32-PERSON TEACHING LAB, WITHIN THE FOOTPRINT OF AN INFECTIOUS DISEASE RESEARCH INSTITUTE. 31287738 1 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 0 1 0 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 1 62 0 1 223 1 0 0 0 0 0 0 0 0 0 0 0 0 X 3 3 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 WA X X MISTIE FAIN 4157444352 PO BOX 356 MERCER ISLAND WA 98040 IRWIN GOVERMAN CHAIR 3.00 X X 0 0 0 KEVIN KELLY VICE CHAIR 3.00 X X 0 0 0 GREGG BLODGETT TREASURER 3.00 X X 0 0 0 STEVEN CLIFFORD SECRETARY 3.00 X X 0 0 0 ROSEMARY ARAGON TRUSTEE 3.00 X 0 0 0 MARK ASHIDA TRUSTEE 3.00 X 0 0 0 PERRY ATKINS TRUSTEE 3.00 X 0 0 0 PATRICE AULD TRUSTEE 3.00 X 0 0 0 DAVID GOESLING TRUSTEE 3.00 X 0 0 0 ALAN LEVY TRUSTEE 3.00 X 0 0 0 TREVER MOODY TRUSTEE 3.00 X 0 0 0 BRIAN OLSAVSKY TRUSTEE 3.00 X 0 0 0 TJ PETRIZZO TRUSTEE 3.00 X 0 0 0 MARK MATHEWSON TRUSTEE 3.00 X 0 0 0 BRIAN SCHWARTZ TRUSTEE 3.00 X 0 0 0 DAVID STEWART TRUSTEE 3.00 X 0 0 0 ROB THOMAS TRUSTEE 3.00 X 0 0 0 KEN STUART TRUSTEE/FOUNDER 40.00 X X 328140 0 28317 JOHN AITCHISON PRESIDENT 40.00 X 578347 0 31852 STEFAN KAPPE VP STRATEGIC DEVELOPMENT 40.00 X 249997 0 27251 DAVID KEOGH CHIEF OPERATING OFFICER 40.00 X 405935 0 29838 DAVID SHERMAN ASSOCIATE DIRECTOR 40.00 X 177601 0 22285 ALAN ADEREM PRESIDENT EMERITUS 40.00 X 497467 0 35705 RONALD HOOD SR DIRECTOR IT 40.00 X 234845 0 16127 KENT IRWIN SR DIR OPERATIONS/FACILITIES 40.00 X 194382 0 15265 JANE M MILLS LEGAL COUNSEL 40.00 X 184847 0 15354 RANDELL WATKINS SR FACILITIES MGR 40.00 X 180848 0 7738 3032409 0 229732 27 0 1 0 UNIVERSITY OF WASHINGTON 12455 COLLECTIONS DRIVE CHICAGO IL 60693 SCIENTIFIC SERVICES 1876669 FRED HUTCHINSON CANCER RESEARCH CENTER 1100 FAIRVIEW AVE N SEATTLE WA 981091024 SCIENTIFIC SERVICES 1817896 BERYLLIUM DISCOVERY CORP 3 PRESTON CT BEDFORD MA 01730 SCIENTIFIC SERVICES 1283034 INSTITUTE FOR SYSTEMS BIOLOGY 401 TERRY AVE NORTH SEATTLE WA 98109 SCIENTIFIC SERVICES 822384 LANE POWELL PC PO BOX 91302 SEATTLE WA 981119402 LEGAL SERVICES 287142 13 7489427 1072904 8562331 RESEARCH SUPPORT 541900 143682 143682 143682 63427 63427 265559 0 265559 265559 265559 872 -872 -872 -872 9034127 143682 0 328114 22287861 22287861 1448578 618534 830044 3784614 2145906 1548348 90360 233833 123827 104591 5415 512335 442258 56106 13971 163800 86528 74444 2828 302741 302741 112956 112956 310444 159423 150772 249 92588 83940 8578 70 54765 103893 -49665 537 578639 417186 156460 4993 46102 48451 -2416 67 50943 26775 24121 47 182146 159329 20759 2058 267922 267922 OTHER EXPENSES 2066412 2338891 -261153 -11326 SUBCONTRACTS 1572181 1516247 55934 0 RESEARCH SUPPLIES 664284 653732 10526 26 LAB/CLINICAL/TECH SVS 77414 74957 2455 2 34810558 31287738 3413523 109297 1100 0 4077646 0 6576336 0 53999 0 47949 0 0 41609 0 0 320465 0 0 5144858 0 17368235 0 0 0 0 0 33632197 0 4294277 1685487 1688656 0 7668420 0 X 24969982 0 993795 0 25963777 0 33632197 0 -25776431 -187346 0 X 0 0 1 1 X UNIVERSITY OF WASHINGTON MEDICAL CENTER SEATTLE WA OREGON HEALTH & SCIENCE UNIVERSITY PORTLAND OR 1 SEATTLE CHILDREN'S HOSPITAL PO BOX 5371 MS RC-507 SEATTLE WA 981455005 910564748 501(C)(3) 18668029 3619832 BOOK VALUE NET OPERATING ASSETS GRANT PURSUANT TO ACQUISITION TRANSACTION FOLLOWED BY TERMINATION OF THE ORGANIZATION 1 0 PART I, LINE 2: NOT APPLICABLE - ORGANIZATION TERMINATED SUBSEQUENT TO GRANT X 0 1 X X X 1 0 0 0 0 0 0 0 0 KEN STUART TRUSTEE/FOUNDER 328140 0 0 0 0 0 27500 0 817 0 356457 0 0 0 JOHN AITCHISON PRESIDENT 353347 0 225000 0 0 0 27500 0 4352 0 610199 0 0 0 STEFAN KAPPE VP STRATEGIC DEVELOPMENT 249997 0 0 0 0 0 24483 0 2768 0 277248 0 0 0 DAVID KEOGH CHIEF OPERATING OFFICER 318639 0 87296 0 0 0 24934 0 4904 0 435773 0 0 0 DAVID SHERMAN ASSOCIATE DIRECTOR 177601 0 0 0 0 0 17514 0 4771 0 199886 0 0 0 ALAN ADEREM PRESIDENT EMERITUS 322467 0 175000 0 0 0 27500 0 8205 0 533172 0 0 0 RONALD HOOD SR DIRECTOR IT 173524 0 14044 0 47277 0 15562 0 565 0 250972 0 0 0 KENT IRWIN SR DIR OPERATIONS/FACILITIES 187560 0 6822 0 0 0 15023 0 242 0 209647 0 0 0 JANE M MILLS LEGAL COUNSEL 115620 0 5506 0 63721 0 9508 0 5846 0 200201 0 0 0 RANDELL WATKINS SR FACILITIES MGR 78899 0 0 0 101949 0 6912 0 826 0 188586 0 0 0 PART I, LINE 1A FIRST CLASS TRAVEL IS PERMITTED IF ALLOWABLE UNDER AN AWARD AND/OR THE DIFFERENTIAL IN PRICE IS PAID FOR OUT OF NON-GRANT FUNDS. PART I, LINE 4A THE FOLLOWING OFFICERS RECEIVED COMPENSATION AS A RESULT OF THE ORGANIZATION'S TERMINATION: - JOHN AITCHISON: CHANGE OF CONTROL PAYMENT OF $225,000 - DAVID KEOGH: SEVERANCE PAYMENT OF $381,176 AND CHANGE OF CONTROL PAYMENT OF $75,000 CASH 2018-10-31 13156815 CASH 910564748 SEATTLE CHILDREN'S HOSPITAL PO BOX 5371 MS RC-507 SEATTLE WA 981455005 501C(3) FIXED ASSETS 2018-10-01 5261190 BOOK VALUE 910564748 SEATTLE CHILDREN'S HOSPITAL PO BOX 5371 MS RC-507 SEATTLE WA 981455005 501C(3) FINAL CASH BALANCE EXPECTED 2021-03-31 3600998 CASH 910564748 SEATTLE CHILDREN'S HOSPITAL PO BOX 5371 MS RC-507 SEATTLE WA 981455005 501C(3) CERTIFICATE OF DEPOSIT 2018-10-31 1840059 CASH 910564748 SEATTLE CHILDREN'S HOSPITAL PO BOX 5371 MS RC-507 SEATTLE WA 981455005 501C(3) RESTRICTED CASH 2018-11-01 56074 CASH 910564748 SEATTLE CHILDREN'S HOSPITAL PO BOX 5371 MS RC-507 SEATTLE WA 981455005 501C(3) EMPLOYEE RECEIVABLE 2018-10-31 48905 BOOK VALUE 910564748 SEATTLE CHILDREN'S HOSPITAL PO BOX 5371 MS RC-507 SEATTLE WA 981455005 501C(3) EMPLOYEE RECEIVABLE 2018-10-31 41294 BOOK VALUE 910564748 SEATTLE CHILDREN'S HOSPITAL PO BOX 5371 MS RC-507 SEATTLE WA 981455005 501C(3) RESTRICTED CASH 2019-02-28 14083 CASH 910564748 SEATTLE CHILDREN'S HOSPITAL PO BOX 5371 MS RC-507 SEATTLE WA 981455005 501C(3) OTHER ASSETS 2018-10-01 13240 BOOK VALUE 910564748 SEATTLE CHILDREN'S HOSPITAL PO BOX 5371 MS RC-507 SEATTLE WA 981455005 501C(3) DEFERRED RENT 2018-10-01 -1744798 BOOK VALUE 910564748 SEATTLE CHILDREN'S HOSPITAL PO BOX 5371 MS RC-507 SEATTLE WA 981455005 501C(3) 0 1 0 1 1 1 1 1 0 PART I, LINE 2E: EXPLANATION OF INVOLVEMENT: THE FOLLOWING OFFICERS BECAME EMPLOYEES OR INDEPENDENT CONTRACTORS OF THE TRANSFEREE ORGANIZATION: - KEN STUART, JOHN AITCHISON, STEFAN KAPPE AND DAVID SHERMAN.THE FOLLOWING OFFICERS RECEIVED COMPENSATION AS A RESULT OF THE ORGANIZATION'S TERMINATION: - JOHN AITCHISON: CHANGE OF CONTROL PAYMENT OF $225,000 - DAVID KEOGH: SEVERANCE PAYMENT OF $381,176 AND CHANGE OF CONTROL PAYMENT OF $75,000 FORM 990, PART III, LINE 3 DURING THE YEAR THE ORGANIZATION PARTICIPATED IN AN ACQUISITION TRANSACTION FOLLOWED BY TERMINATION OF THE ORGANIZATION. THE ORGANIZATION'S GENERAL PROGRAM SERVICES WILL BE CONTINUED BY THE ACQUIRING ENTITY, SEATTLE CHILDREN'S HOSPITAL. THE NET OPERATING ASSETS CONTRIBUTED TO SEATTLE CHILDREN'S HOSPITAL ARE REPORTED AS A GRANT PAID ON PART IX LINE 1 AS WELL AS SCHEDULE I AND SCHEDULE N. THE PORTION RETAINED FOR TRAILING EXPENSES WITH THE REMAINDER TO BE DISTRIBUTED AFTER YEAR-END IS DETAILED ON SCHEDULE N. FORM 990, PART VI, SECTION A, LINE 1 THE BOARD CAN DELEGATE AUTHORITY TO THE EXECUTIVE COMMITTEE OR OTHER SUBCOMMITTEES (E.G. FINANCE) HOWEVER MOST DECISIONS COME TO THE FULL BOARD FOR ACTION AFTER VETTING AT THE COMMITTEE LEVEL. THERE ARE NO MATERIAL DIFFERENCES AMONG MEMBERS OF THE BOARD. FORM 990, PART VI, SECTION B, LINE 11B THE RETURN WILL BE REVIEWED IN DETAIL BY THE CONTROLLER. IN ADDITION, THE 990 WILL BE PRESENTED TO THE BOARD OF DIRECTORS. ANY PERTINENT RESPONSES WILL BE ADDRESSED AND RESOLVED BEFORE THE FINAL TAX RETURN IS FILED. FORM 990, PART VI, SECTION B, LINE 12C EACH TRUSTEE (AND ALL KEY EMPLOYEES) AND MEMBERS OF A COMMITTEE WITH BOARD DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS THAT SUCH PERSON HAS RECIEVED A COPY OF THE CONFLICT OF INTEREST POLICY, HAS READ AND UNDERSTANDS THE POLICY, AND AGREES TO COMPLY WITH THE POLICY. IF ANY KNOWN CONFLICTS ARISE, THEY ARE SENT TO THE EXECUTIVE COMMITTEE FOR RESOLUTION. A FOLLOWUP TO THE LEADERSHIP TEAM THEN OCCURS, IF NEEDED. PROCEDURE: 1. DUTY TO DISCLOSE: IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTANCE AND NATURE OF HIS/HER FINANCIAL INTEREST TO THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES PRIOR TO CONSIDERATION OF THE PROPOSED TRANSACTION OR ARRANGEMENT AND MUST NOT ENTER INTO ANY ARRANGEMENT WHERE THERE IS AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST WITHOUT EXECUTIVE COMMITTEE APPROVAL. 2. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS: AFTER DISCLOSURE OF THE FINANCIAL INTEREST, THE INTERESTED PERSON SHALL RECUSE HIMSELF/HERSELF WHILE THE FINANCIAL INTEREST IS DISCUSSED AND VOTED UPON. THE EXECUTIVE COMMITTEE SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. 3. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST: A. THE EXECUTIVE COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. B. AFTER EXERCISING DUE DILLIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER SEATTLE BIOMED CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. C. IF A MORE ADVANTAGOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED MEMBERS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE INSTITUTE'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE INSTITUTE AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. 4. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY: A. IF THE BOARD, A COMMITTEE, THE INSTITUTE'S STAFF OR A TRUSTEE HAS REASONABLE CAUSE TO BELIEVE THAT A TRUSTEE OR A COMMITTEE MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER THE OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. B. IF, AFTER HEARING THE RESPONSE OF THE MEMBER AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE EXECUTIVE BOARD DETERMINES THAT THE MEMBER HAS, IN FACT, FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION PLANNING AND REVIEW TAKES PLACE ANNUALLY. HUMAN RESOURCES PROVIDES MARKET DATA FOR EACH POSITION IN THE INSTITUTE. FOR SENIOR LEADERSHIP POSITIONS, SPECIFICALLY KEY EMPLOYEES, AN OUTSIDE COMPENSATION CONSULTANT BENCHMARKS THESE POSITIONS AND PROVIDES DATA AND ANALYSIS, WHICH ALLOWS THE ORGANIZATION'S HUMAN RESOURCE DEPARTMENT TO ESTABLISH A PAY RANGE FOR EACH OF THESE ROLES AT OUR INSTITUTE. THE HUMAN RESOURCE DEPARTMENT ALSO GATHERS INDUSTRY-SPECIFIC INFORMATION FROM OUR PEERS TO VALIDATE THE SURVEY INFORMATION AND TO ENSURE THAT WE REMAIN COMPETITIVE WITH OUR COMPENSATION. THIS INFORMATION IS SOMETIMES GATHERED FROM LOCAL PEER ORGANIZATIONS IN OUR INDUSTRY AND/OR FROM PEER ORGANIZATIONS WHO ARE PART OF THE ASSOCIATION OF INDEPENDENT RESEARCH INSTITUTES (AIRI). THE MOST RECENT COMPENSATION REVIEW OF SENIOR POSITIONS TOOK PLACE IN APRIL 2017. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST.