2019-09-10T14:42:16-05:00 2018-12-31 BDO USA LLP 8401 GREENSBORO DRIVE 800 MCLEAN VA 22102 990 2018-01-01 522044704 AERAS % DONNA D'AMATO AERA 3015472900 PO Box 2352 Germantown MD 20875 JENNIFER WELGOS CFO 3015472900 2019-09-09 true Jacob Cook P01240455 7038930600 164.57.159.253 54621820192535000083 2019-09-10 P C44969C09172B32DC5279494C6AE8494327A5917 04A9FB18654DF1E6558D9BF70210429FE862EE9A 2018 2019-02-21 02:37:17Z X JACQUELINE SHEA LUCAS PO BOX 20875 Germantown MD 20875 33141856 false X WWW.AERAS.ORG X 1997 DC DEDICATED TO THE DEVELOPMENT OF EFFECTIVE TUBERCULOSIS (TB) VACCINES & BIOLOGICS TO PREVENT TB ACROSS ALL AGE GROUPS IN AN AFFORDABLE & SUSTAINABLE MANNER. 11 10 47 10 0 26590487 11642334 96315 50007 132782 19958 -999180 -59363 25820404 11652936 1621774 3990465 0 0 8069992 7880320 0 0 0 20982317 12299157 30674083 24169942 -4853679 -12517006 23387373 6701003 6178064 1940459 17209309 4760544 X AERAS IS A NON-PROFIT PRODUCT DEVELOPMENT ORGANIZATION DEDICATED TO THE DEVELOPMENT OF EFFECTIVE TUBERCULOSIS (TB) VACCINES AND BIOLOGICS TO PREVENT TB ACROSS ALL AGE GROUPS IN AN AFFORDABLE AND SUSTAINABLE MANNER. AERAS UTILIZES ITS BROAD CAPABILITIES AND TECHNOLOGIES IN COLLABORATION WITH NUMEROUS PARTNERS AND STAKEHOLDERS TO SUPPORT THE DEVELOPMENT OF VACCINES AND OTHER BIOPHARMACEUTICALS TO ADDRESS TB AND OTHER SIGNIFICANT PUBLIC HEALTH NEEDS OF UNDERSERVED POPULATIONS. IN THE PURSUIT OF OUR MISSION, WE ARE GUIDED BY OUR CORE VALUES. THESE CORE VALUES EXPRESS OUR ASPIRATIONS AND THE BEHAVIORS WE WANT TO EXHIBIT AND MODEL. THEY SHAPE THE CULTURE AND CHARACTER OF AERAS AND INFORM ALL OF OUR DECISIONS AND ACTIONS. false true 5877689 197800 PRECLINICAL - AERAS DEVELOPS AND ASSESSES A RANGE OF VACCINE PLATFORMS AND VARIATIONS, AND EXPLORES NOVEL APPROACHES TO ENHANCE THE EFFECTIVENESS OF NEW TB VACCINES IN EFFECTIVE PRIME-BOOST REGIMENS. AERAS EVALUATES TB VACCINE CANDIDATES TO DETERMINE WHETHER THEY HAVE THE CHARACTERISTICS NEEDED TO MOVE FORWARD TO THE NEXT PHASE OF DEVELOPMENT. KEY ELEMENTS INCLUDE EVALUATION OF SAFETY, IMMUNOGENICITY AND THE PROTECTION THE CANDIDATES PROVIDE IN ANIMAL MODELS. AN INDEPENDENT PANEL OF VACCINE EXPERTS EVALUATES ALL RELEVANT PRECLINICAL DATA BEFORE A CANDIDATE IS APPROVED FOR ENTRY INTO PHASE I TRIALS. AERAS ALSO SUPPORTS THE ASSESSMENT OF NOVEL ASSAYS THAT COULD BE IMPLEMENTED AT THE CLINICAL STAGE OF DEVELOPMENT TO DRASTICALLY REDUCE THE TIME AND COST OF DEVELOPING NEW VACCINES AGAINST TUBERCULOSIS. 12480144 3792665 21004 CLINICAL - AERAS AND ITS RESEARCH PARTNERS HAVE TRANSFORMED THE TB VACCINE CLINICAL LANDSCAPE. MULTIPLE VACCINE CANDIDATES ARE UNDERGOING TESTING IN CLINICAL TRIALS IN KENYA, ZAMBIA AND SOUTH AFRICA WITH SUPPORT FROM AERAS FOR PROTOCOL DEVELOPMENT, CLINICAL OPERATIONS, SAFETY MONITORING, REGULATORY AND IMMUNOLOGY. TWO MAJORY EFFICACY TRIALS ARE DUE TO REPORT DATA IN 2018. WE ALSO DESIGN AND CONDUCT EPIDEMIOLOGY STUDIES TO ESTIMATE TB PREVALENCE AND/OR INCIDENCE UNDER REAL-WORLD TRIAL CONDITIONS TO INFORM ONGOING STUDIES AND TO ASSESS THE FEASIBILITY OF CONDUCTING LARGE-SCALE CLINICAL TRIALS IN TB AT ADDITIONAL RESEARCH SITES IN TB ENDEMIC COUNTRIES. 1926687 AERAS ALSO WORKS TO BUILD RELATIONSHIPS THAT SUPPORT ITS GOAL TO DEVELOP TB VACCINES THROUGH COLLABORATION AT THE GLOBAL AND REGIONAL LEVELS WITH MULTI-LATERAL ORGANIZATIONS SUCH AS THE EUROPEAN COMMISSION AND THE WORLD HEALTH ORGANIZATION, AMONG OTHER TB RESEARCHERS AND VACCINE DEVELOPERS, AS WELL AS WITH DONORS, ADVOCATES AND POLICYMAKERS WHO CAN HELP RAISE AWARENESS AND SUPPORT FOR THIS WORK. AERAS' EXTERNAL AFFAIRS DEPARTMENT IS CRITICAL TO ADVANCING THESE STRATEGIC PARTNERSHIPS TO ENSURE GLOBAL SUPPORT. 21573 29003 CONTRACT RESOURCE SHARING 21573 29003 20306093 true true false false false false false false false false true false false true true true false true false true true true false false false false false true false true false false false false false false false false false false false false false true true true false false true X 43 0 true 47 true false true SF HK CH false false false false false false false false false false X 11 10 false false false false false false false true true false false true true true true true true true true false MD X X DONNA D'AMATO 3015472923 PO BOX 2352 Germantown MD 20875 X JACQUELINE LUCAS CEO 40.0 0.0 X X 868208 0 39923 LOTA ZOTH DIRECTOR 1.0 0.0 X 0 0 0 BARRY BLOOM DIRECTOR 1.0 0.0 X 0 0 0 DAVID BLUMBERG DIRECTOR 1.0 0.0 X 0 0 0 JAMES CONNOLLY DIRECTOR 1.0 0.0 X 0 0 0 MARJA ESVELD DIRECTOR 1.0 0.0 X 0 0 0 MARIAN JACOBS DIRECTOR 1.0 0.0 X 0 0 0 MICHAEL KAZATCHKINE DIRECTOR 1.0 0.0 X 0 0 0 WAYNE PISANO DIRECTOR 1.0 0.0 X 0 0 0 REGINA RABINOVICH DIRECTOR 1.0 0.0 X 0 0 0 GERD ZETTLMEISSL DIRECTOR 1.0 0.0 X 0 0 0 ANN GINSBERG CMO 40.0 0.0 X 770146 0 19709 DANIEL REZNIKOV CFO 40.0 0.0 X 265458 0 10909 ROBERT HOPKINS VP, Product Development 40.0 0.0 X 302275 0 24529 MARIA LEMPICKI Sr. Dir. Project Management 40.0 0.0 X 346154 0 27786 BARBARA SHEPHERD Director, Medical Writing 40.0 0.0 X 300529 0 19090 KATHRYN RUTKOWSKI Sr. DiRECTOR, Biostatistics 40.0 0.0 X 266682 0 26202 DOMINICK LADDY Director, Preclinical Models 40.0 0.0 X 374044 0 16669 3493496 0 184817 24 false true false OREGON HEALTH SCIENCE UNIVERSITY 2525 SW 1ST AVENUE STE 120 PORTLAND OR 97207 RESEARCH 1432998 UNIVERSITY OF PITTSBURGH 3109 CATHEDRAL OF LEARNING PITTSBURGH PA 15260 RESEARCH 1057960 UNIVERSITY OF CAPE TOWN WERNER BEIT SOUTH BLDG LEVEL 3 RM 5 CAPE TOWN 0 SF CLINICAL 916827 IQVIA LTD PROFESSIONAL SERVICES CENTRE LIVINGSTON 0 UK EH54 6GA CLINICAL 829776 BIOMEDICAL PRIMATE RESEARCH CENTER LANGE KLEIWEG 161 2288 GJ RIJSWIJK 0 NL RESEARCH 667795 39 2188600 9453734 11642334 CONTRACT RESOURCE SHARING 541900 50007 50007 50007 248889 248889 0 0 2614729 2734191 -119462 0 -119462 -119462 11804449 6721349 11948123 6806606 -143674 -85257 -228931 -228931 0 0 0 0 0 0 0 0 0 FOREIGN CURRENCY LOSS 900099 -16000 -16000 MISCELLANEOUS REVENUE 900099 76099 76099 60099 11652936 50007 -39405 2441784 2441784 0 1548681 1548681 0 1974352 1697985 276367 0 5017909 3774607 1243302 183927 147087 36840 333515 271601 61914 370617 309335 61282 0 1248286 611222 637064 86316 664 85652 0 0 0 561843 388935 172908 0 0 485366 202219 283147 121459 121459 0 1647312 1358767 288545 265923 117126 148797 0 233797 205640 28157 0 0 197483 130165 67318 267702 126416 141286 CONTRACT SERVICES 6691113 6491617 199496 COLLABORATION AGREEMENTS 372854 362712 10142 LAB SUPPLIES AND MATERIALS 98255 98255 0 CONTRACT RESOURCE SHARING 21275 21275 0 173 173 24169942 20306093 3863849 0 500 500 4102093 1491163 0 0 512854 878951 0 0 0 0 0 0 0 0 2310950 236030 18824986 18824668 573577 318 15253490 3528734 0 0 0 0 0 0 633909 565307 23387373 6701003 5864975 1940459 0 0 0 0 0 0 0 0 0 0 0 0 0 0 313089 0 6178064 1940459 X 1551974 1541571 15657335 3218973 0 0 17209309 4760544 23387373 6701003 -12517006 68241 X false true X true true true X JOHN HOPKINS BALTIMORE MD ST LOUIS ST LOUIS MO OREGON HEALTH PORTLAND OR ALBERT EINSTEIN COLLEGE OF MEDICINE NEW YORK NY MASSACHUSETTS GENERAL HOSPITAL CONCORD MA UNIVERSITY OF PITTSBURGH PITTSBURGH PA VACCINE RESEARCH CENTER AT NIH BETHESDA MD FRED HUTCHINSON CANCER RESEARCH CENTER SEATTLE WA 18824986 18824668 318 318 DEPOSITS 121397 DUE FROM RELATED ENTITIES 108602 INVESTMENT IN RELATED PARTIES 335308 565307 0 0 X 12133308 68241 207413 275654 11857654 -204718 -204718 11652936 24964768 794826 794826 24169942 24169942 FIN 48 FOOTNOTE In accordance with authoritative guidance issued by the FASB, Aeras recognizes tax liabilities when, despite managements belief that tax return positions are supportable, management believes that certain positions may not be fully sustained upon review by tax authorities. Liabilities for uncertain tax positions would be measured based upon the largest liability that is greater than 50% likely to be incurred on any settlement with taxing authorities. To the extent that the final tax outcome of these matters would differ from the liabilities recorded, such differences would be included in income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments also would be included in income tax expense. Management has evaluated Aeras tax positions and has concluded that Aeras has taken no material uncertain tax positions that require adjustment to the consolidated financial statements to comply with the provisions of this guidance. Aeras is currently under no income tax examinations in any Federal, or state or local jurisdictions. Aeras is generally no longer subject to income tax examinations by the U.S. federal, state or local tax authorities for years ended December 31, 2014 and prior. PART XI, LINE 2D Income of AffiliateS $ 1,756,093 Eliminations $ (1,548,680) --------------- Total $ 207,413 PART XI, LINE 4B RECLASS RENTAL INCOME $ 2,614,729 RECLASS RENTAL EXPENSES $ (2,734,191) LOSS ON FIXED ASSETS $ (85,257) --------------- Total $ (204,718) PART XII, Line 2D Expenses of Affiliate $ 2,138,788 Reclassed Rental Income $ (2,614,729) Reclassed Rental Expense $ 2,734,191 Eliminations $ (1,548,680) LOSS ON FIXED ASSETS $ (85,257) -------------- Total $ 794,826 true Europe (Including Iceland and Greenland) 0 0 Program Services PRECLINICAL 1412911 Europe (Including Iceland and Greenland) 0 0 Program Services CLINICAL 1244958 Sub-Saharan Africa 1 16 Program Services CLINICAL 2797243 1 16 1 16 5455112 5455112 East Asia and the Pacific SEE PART V 193317 EFT Sub-Saharan Africa SEE PART V 1353317 EFT 2 false false true false false false FORM 990, SCHEDULE F, PART I, LINE 2 AERAS RECEIVES A REQUEST FOR SUPPORT. SENIOR MANAGEMENT REVIEWS THE REQUEST THROUGH THE DUE DILIGENCE CRITERIA APPROVED BY THE BOARD AND IMPLEMENTED BY MANAGEMENT. FOR EXAMPLE, THE GRANTEE MUST BE A CHARITY EITHER UNDER US LAW OR UNDER LOCAL LAW. AERAS MAY REQUEST GOVERNANCE DOCUMENTS FROM THE ORGANIZATION, IRS DETERMINATION LETTER (OR LOCAL EQUIVALENT) INDICATING IT IS A CHARITY, LISTS OF EXECUTIVE STAFF AND BOARD MEMBERS, AND FINANCIAL STATEMENTS OF THE REQUESTOR. UPON MANAGEMENT APPROVAL, FUNDS ARE SENT TO THE REQUESTING ORGANIZATION. COPIES OF THE REQUEST AND PAYMENT ARE MAINTAINED AT AERAS. FORM 990, SCHEDULE F, PART II, COLUMN (D) The purpose of the grant is to provide support to Clinical and Preclinical projects such as MTBVAC, HBHA VPM, UOX and ChAd. false INTERNATIONAL AIDS VACCINE INITIATIVE 125 BROAD STREET 9TH FL NEW YORK NY 10004 133870223 501(C)(3) 2231014 210770 BOOK EQUIPMENT CLINICAL RESEARCH 1 PART I, LINE 2 AN ASSET TRANSFER AGREEMENT WAS SIGNED TO ENSURE THE CONTINUATION OF DEVELOPING TB VACCINES. X true true X X X X X true false false false false false false false false JACQUELINE LUCAS CEO 405591 0 462617 0 0 0 16500 0 23423 0 908131 0 0 0 ANN GINSBERG CMO 313259 0 433819 0 23068 0 13327 0 6382 0 789855 0 0 0 DANIEL REZNIKOV CFO 179642 0 85816 0 0 0 9237 0 1672 0 276367 0 0 0 ROBERT HOPKINS VP, Product Development 210192 0 92083 0 0 0 11668 0 12861 0 326804 0 0 0 MARIA LEMPICKI Sr. Dir. Project Management 211311 0 134843 0 0 0 12385 0 15401 0 373940 0 0 0 BARBARA SHEPHERD Director, Medical Writing 195871 0 3250 0 101408 0 10235 0 8855 0 319619 0 0 0 KATHRYN RUTKOWSKI Sr. DiRECTOR, Biostatistics 190014 0 76668 0 0 0 10886 0 15316 0 292884 0 0 0 DOMINICK LADDY Director, Preclinical Models 159706 0 130437 0 83901 0 8468 0 8201 0 390713 0 0 0 SCHEDULE J, PART I, LINE 1A - FIRST-CLASS TRAVEL According to company travel policy, some international travel is eligible for first class if it meets certain criteria. SCHEDULE J, PART I, LINE 4A Barbara Shepherd, Dominick Laddy and Ann Ginsberg all received severance. It is in the other reportable comp column on draft 990. The totals shown are the exact amounts of severance paid to the employee. Daniel Reznikov and Robert Hopkins left voluntarily and therefore did not get severance. Jacqui Lucass severance was paid in 2019 as her date of termination was 12/31/2018. Maria Lempicki and Kathryn Rutkowshi were transferred to IAVI and did not receive severance. Due to the lack of funding and the ultimate decision to close Aeras, all employees were offered some sort of severance package. There were 4 employees who transferred to IAVI and none of these employees got severance except for Ann Ginsberg. The three who did not get severance ( two shown on the 990) were offered the same job, title and salary. Ann was not able to be transferred in her same capacity as CMO and as such received a reduced salary. To keep her "whole" for 2018, she was offered a modified severance which represented the difference between the Aeras 2018 rate and the IAVI rate calculated for 21 weeks. Severance for Barbara Shepherd and Dominick Laddy was based on tenure at Aeras and job title. Both were calculated at the director level which is 1.5 weeks for every 6 months worked up to a maximum of 24 weeks. The 2018 base salary was used for the calculation. FORM 990, PART III, LINE 3: Effective October 1, 2018, The International AIDS Vaccine Iniative (IAVI) and Aeras announced the transfer to IAVI of Aeras' TB vaccine clinical research programs and assets, consisting of certain clinical staff, clinical programs, biorepository, funding commitments, and other assets. In addition, effective November 30, 2018, IAVI agreed to the transfer to IAVI of Aeras' pre-clinical assets. FORM 990, PART VI, LINE 11B A draft version of the Form 990 is shared with the Board of Directors of Aeras and once approved it is filed with the IRS. FORM 990, PART VI, LINE 12C Aeras' policy is written to protect Aeras' interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of directors, committee members, officers, employees and retained consultants of Aeras. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her interest and all material facts to the directors and members of the committee with board-delegated powers considering the proposed transaction or arrangement. After disclosure of all material facts and discussion with the person, the person shall leave the board or committee meeting while their determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. disclosure of all material facts and discussion with the person, the person shall leave the board or committee meeting while their determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. FORM 990, PART VI, LINE 15 Aeras has a Compensation Committee which determines the CEO compensation level based on her responsibilities, size of the organization, funding levels and organization objectives. Compensation is based on comparability data, is approved by independent Board members, and the process is documented in the Board minutes. Compensation for other officers is determined by the CEO, based on the officer's responsibilities, funding levels and organization objectives. compensation is based on comparability data and is shared with independent board members. FORM 990, PART VI, LINE 19 Governing documents, including Articles of Incorporation, Bylaws, Board minutes, Conflict of Interest policy and financial statements are available upon request. AERAS SOUTH AFRICA BLACKRIVER PARK 1ST FLR CAPE TOWN OBSERVATORY SF 7925 CLINICAL TR SF N/A N/A NA true AERAS HONG KONG UNIT 1618 16/F MIRAMAR TOWER KOWLOON HK Holding Compa HK Aeras C Corp 19261 387643 1.00000 true Aeras Beijing Biological Tech Co Ltd Unit 1446 14F A Tower Pacific Beijing CH Consulting CH Aeras Hong Kong C Corp -24445 61170 1.00000 true false false false false false false false false false false false false false true true false false false false Aeras South Africa N 1353363 Cash AERAS HONG KONG N 193317 CASH