2018-05-08T08:02:13-05:00 2017-12-31 131639826 EISNERAMPER LLP 130 NORTH 18TH STREET SUITE 3000 PHILADELPHIA PA 191032757 990 2017-01-01 460886344 TRANSCELERATE BIOPHARMA INC TRAN 4845391230 100 FOUR FALLS CORP CENTER NO 655 WEST CONSHOHOCKEN PA 19428 DALVIR GILL PHD CEO 4845391230 2018-05-04 1 HELEN M MARTIN P01330899 2158818800 2017 2022-09-23 18:48:47Z DALVIR GILL PHD 100 FOUR FALLS CORP CENTER NO 655 WEST CONSHOHOCKEN PA 19428 26172580 0 X WWW.TRANSCELERATEBIOPHARMAINC.COM X 2012 DE IMPROVE THE HEALTH OF PEOPLE IN THE WORLD BY ENHANCING THE R&D OF INNOVATIVE THERAPIES.TRANSCELERATE BIOPHARMA INC. IS A NON-PROFIT ORGANIZATION DEDICATED TO IMPROVING THE HEALTH OF PEOPLE AROUND THE WORLD BY ACCELERATING AND ENHANCING THE RESEARCH AND DEVELOPMENT (R&D) OF INNOVATIVE NEW THERAPIES. THE ORGANIZATION'S MISSION IS TO COLLABORATE ACROSS THE GLOBAL BIOPHARMACEUTICAL R&D COMMUNITY TO IDENTIFY, DESIGN AND FACILITATE IMPLEMENTATION OF SOLUTIONS DESIGNED TO DRIVE THE EFFICIENT, EFFECTIVE AND HIGH QUALITY DELIVERY OF NEW MEDICINES.MEMBERSHIP IN TRANSCELERATE IS OPEN TO BIOPHARMACEUTICAL COMPANIES WITH RESEARCH & DEVELOPMENT OPERATIONS. 20 19 14 0 0 0 0 0 20620000 26133333 59184 39247 0 0 20679184 26172580 5000 0 0 0 3631766 4790088 0 0 0 20096938 24485225 23733704 29275313 -3054520 -3102733 44721813 43979845 28468410 30831873 16253403 13147972 X TRANSCELERATE BIOPHARMA INC. IS DEDICATED TO IMPROVING THE HEALTH OF PEOPLE AROUND THE WORLD BY ACCELERATING AND ENHANCING THE RESEARCH AND DEVELOPMENT (R&D) OF INNOVATIVE NEW THERAPIES.THE ORGANIZATION'S MISSION IS TO COLLABORATE ACROSS THE GLOBAL BIOPHARMACEUTICAL R&D COMMUNITY TO IDENTIFY, DESIGN AND FACILITATE IMPLEMENTATION OF SOLUTIONS DESIGNED TO DRIVE THE EFFICIENT, EFFECTIVE AND HIGH QUALITY DELIVERY OF NEW MEDICINES. TRANSCELERATE EVOLVED FROM CONVERSATIONS AT VARIOUS FORUMS FOR EXECUTIVE R&D LEADERSHIP TO DISCUSS CURRENT ISSUES FACING THE INDUSTRY, AND EXAMINE SOLUTIONS FOR ADDRESSING COMMON CHALLENGES.MEMBERSHIP IN TRANSCELERATE IS OPEN TO BIOPHARMACEUTICAL COMPANIES WITH RESEARCH & DEVELOPMENT OPERATIONS. 0 0 23091852 26133333 IN 2017, TRANSCELERATE DELIVERED THE FOLLOWING ACCOMPLISHMENTS:CLINICAL DATA STANDARDS: CONTINUED TO PARTNER WITH THE STANDARD-SETTING ORGANIZATION CLINICAL DATA INTERCHANGE STANDARDS CONSORTIUM, INC. TO DELIVER INDUSTRY-WIDE THERAPEUTIC AREA STANDARDS IN THE AREAS OF SCHIZOPHRENIA AND INFLUENZA.CLINICAL DATA TRANSPARENCY: PUBLISHED 3 NEW RESEARCH PUBLICATIONS AND IMPLEMENTATION TOOLS, ALL PUBLICLY AVAILABLE ON THE TRANSCELERATE WEBSITE. CLINICAL RESEARCH ACCESS & INFORMATION EXCHANGE: PUBLISHED TWO PAPERS IN DIA'S TIRS JOURNAL (IMPROVING INVESTIGATIVE SITE CONTACT OPTIONS ON CLINICAL TRIAL REGISTRIES, AND IMPROVING INFORMATION EXCHANGE WITH CLINICAL TRIAL PARTICIPANTS) AND LAUNCHED A REGISTRY OF THE FUTURE PROPOSAL, ALL PUBLICLY AVAILABLE ON THE TRANSCELERATE WEBSITE. COMMON PROTOCOL TEMPLATE: ACHIEVED ALIGNMENT WITH FDA/NIH, DELIVERED PROOF OF CONCEPT FOR AUTOMATION, AND DELIVERED RELEASE 5.0 OF THE COMMON PROTOCOL TEMPLATE WHICH INCLUDES ENHANCED FEATURES, AND ADDITIONAL TA LIBRARIES.ECONSENT: DELIVERY OF ECONSENT ASSETS TO INDUSTRY (INCLUDING IMPLEMENTATION GUIDANCE AND LANDSCAPE ASSESSMENT) PUBLICLY AVAILABLE ON THE TRANSCELERATE WEBSITE. ELABELS: DEVLIERED CONCEPTUAL WIREFRAME AND IMPLEMENTATION GUIDANCE, PUBLICLY AVAILABLE ON THE TRANSCELERATE WEBSITE. ELABEL PILOTS COMMENCED AT 4 MEMBER COMPANIES.ESOURCE: ESOURCE PUBLISHED TECHNOLOGY LANDSCAPE PAPER, COMPLETED A CONNECTATHON (THROUGH HL7) & ROUNDTABLE WITH HEALTH AUTHORITIES, ACADEMIA AND INVESTIGATOR SITES.INTERPRETATION OF PHARMACOVIGILANCE REGULATIONS: DEVELOPED PERSPECTIVE FOR INTERPRETATION OF AMBIGUOUS IND SAFETY REGULATIONS.INVESTIGATOR REGISTRY: 11 TRANSCELERATE MEMBERS PARTICIPATING, AND ACTIVELY SHARING INVESTIGATOR BACKGROUND INFORMATION.PLACEBO STANDARD OF CARE: CONTINUED DELIVERY OF CONVERTED DATA (109 TRIALS CURRENTLY) WITH MORE THAN 78,000 PATIENTS ACROSS 13 DISEASE AREAS.RISK BASED MONITORING: LAUNCHED THE RBM INTERACTIVE GUIDE.SHARED INVESTIGATOR PLATFORM: LAUNCHED 4 ADDITIONAL RELEASES TO ENHANCE SITE CAPABILITIES.VALUE OF SAFETY INFORMATION DATA SOURCES: DEVELOPED HIERARCHY OF VALUE HYPOTHESIS AND COLLECTED DATA TO SUPPORT THEIR HYPOTHESIS AND COMMENCED DISCUSSION WITH HEALTH AUTHORITIES REGARDING SAME.ADDITIONALLY, IN DECEMBER 2017 THE TRANSCELERATE BOARD OF DIRECTORS APPROVED THE FOLLOWING NEW WORK AREAS: - ADVANCING SAFETY ANALYTICS: THIS PROJECT WILL FOCUS ON DEVELOPING BEST PRACTICES AND GUIDANCE AROUND THE APPLICATION OF INTERROGATIVE METHODS TOWARDS VARIOUS SAFETY DATA SOURCES. - COMMON REGISTRY DATA PACKET: GUIDANCE ON AUTHORING AND PROCEDURAL BEST PRACTICES FOR SPONSORS TO ENSURE THE AVAILABILITY OF COMPLETE, ACCURATE, TIMELY, AND LAY AUDIENCE-FRIENDLY ("QUALITY") INFORMATION AND TO IMPROVE DATA RE-USABILITY. - COMMON SAP TEMPLATE: A COMMON STATISTICAL ANALYSIS PLAN (SAP) TEMPLATE WOULD PROVIDE A MODEL LAYOUT AND CONTENT FOR SAP DOCUMENTATION AND WOULD LINK DIRECTLY TO TRANSCELERATE'S COMMON PROTOCOL TEMPLATE (CPT). - DATA MONITORING COMMITTEE: DEVELOP A FRAMEWORK/TOOLKIT FOR SPONSORS TO USE TO INCREASE THE POPULATION OF PEOPLE WITH REQUISITE SKILLS TO SERVE ON A DATA MONITORING COMMITTEE. - INTELLIGENT AUTOMATION OPPORTUNITIES: THIS PROJECT WILL FOCUS ON IDENTIFYING HOW INTELLIGENT AUTOMATION TECHNOLOGIES CAN BE USED TO SUPPORT EXECUTION OF PV ACTIVITIES/PROCESSES. BY CONDUCTING AN IMPACT ASSESSMENT AND WORKING WITH GLOBAL HEALTH AUTHORITIES TO VERIFY RISKS/ISSUES WITH THEIR USE, THIS INITIATIVE WILL PROVIDE GUIDANCE ON APPROPRIATE APPLICATIONS OF NEW TECHNOLOGY IN PV PRACTICE. - MODERNIZATION OF DIGITAL DATA FLOW: TO RECOGNIZE THE BENEFITS OF TRUE END-TO-END DATA FLOW THE FOLLOWING STEPS MUST BE COMPLETED: A RE-ENGINEERED PROCESS AND ACCOMPANYING METHODOLOGY; DIGITIZATION OF PRIORITIZED PROCEDURES. - PROTOCOL DEVIATIONS : CREATE AND OBTAIN FEEDBACK FROM HEALTH AUTHORITIES ON A FLEXIBLE BEST PRACTICE TOOLKIT AND FRAMEWORK FOR THE COLLECTION, MANAGEMENT AND REPORTING OF PROTOCOL DEVIATIONS. 23091852 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 30 0 1 14 1 0 0 0 0 0 0 X 20 19 0 0 1 0 1 1 0 1 1 0 0 1 1 0 0 1 0 1 1 0 X ANTHONY GARGES HEAD OF FINANCE AND CONTRACTS 4845391235 100 FOUR FALLS CORP CENTER SUITE WEST CONSHOHOCKEN PA 19428 ELLIOTT LEVY CHAIR OF BOARD OF DIRECTOR 0.50 X 0 0 0 DAVID NICHOLSON VICE CHAIR OF BOARD OF DIR 0.50 X 0 0 0 ALISE REICIN BOARD MEMBER 0.50 X 0 0 0 BADHRI SRINIVASAN BOARD MEMBER 0.50 X 0 0 0 BERNHARDT ZEIHER BOARD MEMBER 0.50 X 0 0 0 CHRISTOPHER CORSICO BOARD MEMBER 0.50 X 0 0 0 ELIAS ZERHOUNI BOARD MEMBER 0.50 X 0 0 0 IRIS LOEW-FRIEDRICH BOARD MEMBER 0.50 X 0 0 0 JAN LUNDBERG BOARD MEMBER 0.50 X 0 0 0 KATE OWEN BOARD MEMBER 0.50 X 0 0 0 KATHY ROUAN BOARD MEMBER 0.50 X 0 0 0 MICHELLE ROHRER BOARD MEMBER 0.50 X 0 0 0 PAUL STOFFELS BOARD MEMBER 0.50 X 0 0 0 PETER KRISTENSEN BOARD MEMBER 0.50 X 0 0 0 ROB SCOTT BOARD MEMBER 0.50 X 0 0 0 ROD MACKENZIE BOARD MEMBER 0.50 X 0 0 0 ROY BAYNES BOARD MEMBER 0.50 X 0 0 0 SEAN BOHEN BOARD MEMBER 0.50 X 0 0 0 TAKUKO YAMADA-SAWADA BOARD MEMBER 0.50 X 0 0 0 DALVIR GILL CHIEF EXECUTIVE OFFICER 40.00 X X 1616168 0 53420 ULO PALM CORPORATE SECRETARY 0.50 X 0 0 0 ANDREW LEE TREASURER 0.50 X 0 0 0 JANICE CHANG SENIOR VICE PRESIDENT OF GLOBAL OPERATIONS 40.00 X 449932 0 36349 JENNIFER A BURGESS EXECUTIVE DIRECTOR OF COMMUNICATIONS & ENGAGEMENT 40.00 X 283235 0 36913 CARA L RINALDI SENIOR DIRECTOR OF PORTFOLIO MANAGEMENT 40.00 X 231401 0 40831 ANTHONY GARGES HEAD OF FINANCE AND CONTRACTS 40.00 X 182625 0 23621 JENEEN DONADEO DIRECTOR, PROGRAM MANAGEMENT 40.00 X 176788 0 18947 DENISE REYES ASSOCIATE DIRECTOR, PROGRAM MANAGEMENT 40.00 X 176418 0 16795 3116567 0 226876 10 0 1 0 ACCENTURE LLP 161 N CLARK STREET CHICAGO IL 60601 CONSULTING & IT SERVICES 6781394 COGNIZANT 211 QUALITY CIRCLE COLLEGE STATION TX 77845 IT SERVICES 5867259 KILPATRICK TOWNSEND 601 14TH STREET NW SUITE 900 WASHINGTON DC 20005 LEGAL SERVICES 2363669 KINAPSE LIMITED 27-37 ST GEORGES ROAD LONDON UK SW194 4EU CONSULTING 1013141 YOH SERVICES LLC PO BOX 654068 DALLAS TX 75265 CONSULTING 998050 17 MEMBERSHIP DUES 900099 26133333 26133333 26133333 39247 39247 26172580 26133333 0 39247 X 2155870 2155870 2141662 1069766 1071896 70935 32756 38179 256896 10914 245982 164725 58598 106127 2389156 1863649 525507 117074 117074 17927209 17032691 894518 84638 30100 54538 167427 446 166981 2740843 2616310 124533 137550 137550 403733 203405 200328 307993 135892 172101 2051 2051 109419 109419 RECRUITING 87860 37240 50620 FACILITIES COSTS 5661 5661 DUES 2486 85 2401 BOOKS, SUBSCRIPTIONS, R 2050 2050 75 75 29275313 23091852 6183461 0 2026630 2926545 21694408 12842533 20833333 23100000 153031 101107 14458 13946 2564 512 4997301 11847 11847 44721813 43979845 5135077 5731873 23333333 25100000 28468410 30831873 X 16253403 13147972 16253403 13147972 44721813 43979845 -3102733 -2698 0 X 0 0 0 0 1 0 4202 4202 0 10256 9744 512 512 X 0 0 0 DALVIR GILL CHIEF EXECUTIVE OFFICER 572372 0 1043796 0 0 0 10800 0 42620 0 1669588 0 0 0 JANICE CHANG SENIOR VICE PRESIDENT OF GLOBAL OPER 361446 0 88486 0 0 0 10800 0 25549 0 486281 0 0 0 JENNIFER A BURGESS EXECUTIVE DIRECTOR OF COMMUNICATIONS 228897 0 54338 0 0 0 10800 0 26113 0 320148 0 0 0 CARA L RINALDI SENIOR DIRECTOR OF PORTFOLIO MANAGEM 193401 0 38000 0 0 0 9310 0 31521 0 272232 0 0 0 ANTHONY GARGES HEAD OF FINANCE AND CONTRACTS 148256 0 34369 0 0 0 7332 0 16289 0 206246 0 0 0 JENEEN DONADEO DIRECTOR, PROGRAM MANAGEMENT 166788 0 10000 0 0 0 7117 0 11830 0 195735 0 0 0 DENISE REYES ASSOCIATE DIRECTOR, PROGRAM MANAGEME 139668 0 36750 0 0 0 7070 0 9725 0 193213 0 0 0 PART I, LINE 3 THE TRANSCELERATE EXECUTIVE COMMITTEE PREPARES AND APPROVES THE COMPENSATION PACKAGE OF THE CEO. FORM 990, PART VI, SECTION A, LINE 4 DURING 2017, THE BOARD OF DIRECTORS AND MEMBERS OF THE CORPORATION APPROVED AMENDING AND RESTATING THE CERTIFICATE OF INCORPORATION OF THE CORPORATION, IN ORDER TO UPDATE THE PURPOSE CLAUSE TO MORE ACCURATELY ENCOMPASS THE CORPORATION'S CURRENT AND PLANNED ACTIVITIES. THE CORPORATION'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION WAS FILED IN DELAWARE EFFECTIVE AS OF DECEMBER 5, 2017. PRIOR TO THIS AMENDMENT, THE FIRST PARAGRAPH OF ARTICLE III OF THE CORPORATION'S CERTIFICATE OF INCORPORATION PREVIOUSLY READ AS FOLLOWS: "THE CORPORATION IS ORGANIZED EXCLUSIVELY FOR THE PURPOSE OF PROMOTING A COMMON BUSINESS INTEREST WITHIN THE MEANING OF SECTION 501(C)(6) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND, IN PARTICULAR, FOR THE PURPOSE OF PROVIDING LEADERSHIP, PROJECT MANAGEMENT, AND GOVERNANCE DESIGNED TO IMPROVE THE QUALITY OF, AND REDUCE COSTS IN, CLINICAL TRIAL EXECUTION BY PHARMACEUTICAL AND BIOTECHNOLOGY COMPANIES WITHIN THE LIFE SCIENCES INDUSTRY, AND CONSISTENT WITH THAT PURPOSE, TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH NON-STOCK, NONPROFIT CORPORATIONS MAY BE ORGANIZED UNDER THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (THE "DGCL"). THE CORPORATION SHALL BE A NONPROFIT CORPORATION." FOLLOWING THIS AMENDMENT, THE FIRST PARAGRAPH OF ARTICLE III OF THE CORPORATION'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NOW READS AS FOLLOWS: "THE CORPORATION IS ORGANIZED EXCLUSIVELY FOR THE PURPOSE OF PROMOTING A COMMON BUSINESS INTEREST WITHIN THE MEANING OF SECTION 501(C)(6) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND, IN PARTICULAR, FOR THE PURPOSE OF PROVIDING LEADERSHIP, PROJECT MANAGEMENT, AND GOVERNANCE RELATING TO INDUSTRY COLLABORATIONS DESIGNED TO IMPROVE THE EFFICIENCY OF RESEARCH AND DEVELOPMENT INITIATIVES AND ACTIVITIES IN THE AREAS OF PRECLINICAL RESEARCH, CLINICAL TRIAL EXECUTION, AND PHARMACOVIGILANCE, UNDERTAKEN BY PHARMACEUTICAL AND BIOTECHNOLOGY COMPANIES WITHIN THE LIFE SCIENCES INDUSTRY, AND CONSISTENT WITH THAT PURPOSE, TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH NON-STOCK, NONPROFIT CORPORATIONS MAY BE ORGANIZED UNDER THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (THE "DGCL"). THE CORPORATION SHALL BE A NONPROFIT CORPORATION." AMENDMENT OF BYLAWS: DURING 2017, THE BOARD OF DIRECTORS OF THE CORPORATION APPROVED AMENDING THE BYLAWS OF THE CORPORATION TO INCREASE THE NUMBER OF AT-LARGE TIER I DIRECTORS FROM 2 TO 3, AND TO INCREASE THE MAXIMUM NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS FROM 20 TO 21. SECTION 3.02 OF THE BYLAWS NOW READS AS FOLLOWS: "SECTION 3.02 NUMBER AND COMPOSITION OF DIRECTORS. THE NUMBER OF DIRECTORS SHALL BE DETERMINED BY RESOLUTION OF THE BOARD OF DIRECTORS ADOPTED BY THE AFFIRMATIVE VOTE OF DIRECTORS CONSTITUTING A MAJORITY OF THE TOTAL NUMBER OF DIRECTORS IN OFFICE AT THE TIME OF SUCH VOTE. THE BOARD OF DIRECTORS SHALL BE COMPRISED OF UP TO TWENTY-ONE (21) MEMBERS; PROVIDED THAT: (I) TEN (10) SEATS ARE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE CHARTER MEMBERS (AND EACH CHARTER MEMBER HAS DISCRETION TO APPOINT ITS OWN REPRESENTATIVE TO THE BOARD OF DIRECTORS ("CHARTER MEMBER DIRECTORS"); (II) UP TO THREE (3) ADDITIONAL SEATS SHALL BE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE TIER I MEMBERS WHO ARE NOT CHARTER MEMBERS ("AT LARGE TIER I DIRECTORS") (CHARTER MEMBER DIRECTORS AND AT LARGE TIER I DIRECTORS COLLECTIVELY SHALL BE REFERRED TO AS "TIER I DIRECTORS"); (III) UP TO SIX (6) SEATS SHALL BE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE TIER II MEMBERS ("TIER II DIRECTORS"); (III) ONE (1) SEAT SHALL BE FILLED BY A DIRECTOR WHO IS A REPRESENTATIVE OF THE ASSOCIATE MEMBERS ("ASSOCIATE MEMBER DIRECTOR"); AND (IV) ONE (1) SEAT SHALL BE FILLED BY THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION ("CEO DIRECTOR"). THE BOARD SEATS RESERVED FOR THE TIER I MEMBERS, INCLUDING THE CHARTER MEMBERS, SHALL AT ALL TIMES REPRESENT AT LEAST 55% OF THE TOTAL NUMBER OF DIRECTORS OF THE BOARD. IN THE EVENT THAT THE NUMBER OF DIRECTORS IS INCREASED, THEN THE BOARD SEATS RESERVED FOR THE TIER I MEMBERS, INCLUDING THE CHARTER MEMBERS, AND THE BOARD SEATS RESERVED FOR THE TIER II MEMBERS SHALL BE INCREASED IN THE SAME RATIO AS SET FORTH ABOVE." FORM 990, PART VI, SECTION A, LINE 6 THE MEMBERS OF THE CORPORATION CONSIST OF SUCH FIRMS AND CORPORATIONS THAT ARE APPROVED FOR MEMBERSHIP FROM TIME TO TIME BY THE BOARD OF DIRECTORS OR ITS DESIGNEES IN ACCORDANCE WITH THE POLICIES AND PROCEDURES OF THE CORPORATION. THE CORPORATION HAS THE FOLLOWING CATEGORIES OF MEMBERS: A. TIER I MEMBERS - TO BE ELIGIBLE FOR TIER I MEMBERSHIP, A FIRM OR CORPORATION MUST BE A PHARMACEUTICAL OR BIOTECHNOLOGY COMPANY WITH AN ANNUAL BUDGET FOR RESEARCH AND DEVELOPMENT IN EXCESS OF $2.5 BILLION. ELIGIBILITY FOR TIER I MEMBERSHIP IS ESTABLISHED BASED UPON A COMPANY'S PUBLICALLY AVAILABLE RESEARCH AND DEVELOPMENT EXPENDITURES OVER THE THREE (3) YEAR PERIOD PRECEDING THE DATE THE COMPANY APPLIES TO JOIN THE CORPORATION. THE INITIAL TIER I MEMBERS ARE FURTHER DEFINED AS THE "CHARTER MEMBERS." B. TIER II MEMBERS - TO BE ELIGIBLE FOR TIER II MEMBERSHIP, A FIRM OR CORPORATION MUST BE A PHARMACEUTICAL OR BIOTECHNOLOGY COMPANY WITH AN ANNUAL BUDGET FOR RESEARCH AND DEVELOPMENT THAT IS LESS THAN $2.5 BILLION BUT MORE THAN $100 MILLION. ELIGIBILITY FOR TIER II MEMBERSHIP WILL BE ESTABLISHED BASED UPON A COMPANY'S PUBLICALLY AVAILABLE RESEARCH AND DEVELOPMENT EXPENDITURES OVER THE THREE (3) YEAR PERIOD PRECEDING THE DATE THE COMPANY APPLIES TO JOIN THE CORPORATION. C. ASSOCIATE MEMBERS - TO BE ELIGIBLE FOR ASSOCIATE MEMBERSHIP, A FIRM OR CORPORATION MUST BE A PHARMACEUTICAL OR BIOTECHNOLOGY COMPANY WITH AN ANNUAL BUDGET FOR RESEARCH AND DEVELOPMENT THAT IS LESS THAN $100 MILLION. FORM 990, PART VI, SECTION A, LINE 7A THE BOARD OF DIRECTORS SHALL BE COMPRISED OF UP TO TWENTY-ONE (21) MEMBERS; PROVIDED THAT: (I) TEN (10) SEATS ARE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE CHARTER MEMBERS; (II) UP TO THREE (3) ADDITIONAL SEATS SHALL BE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE TIER I MEMBERS WHO ARE NOT CHARTER MEMBERS; (III) UP TO SIX (6) SEATS SHALL BE FILLED BY DIRECTORS WHO ARE REPRESENTATIVES OF THE TIER II MEMBERS; (IV) ONE (1) SEAT SHALL BE FILLED BY A DIRECTOR WHO IS A REPRESENTATIVE OF THE ASSOCIATE MEMBERS; AND (V) ONE (1) SEAT SHALL BE FILLED BY THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION. THE CORPORATION'S BYLAWS STATE THAT DIRECTORS SHALL BE ELECTED OR APPOINTED, AS APPLICABLE, ANNUALLY AT THE ANNUAL MEETING OF MEMBERS AND SHALL SERVE UNTIL THE FOLLOWING ANNUAL MEETING OF MEMBERS AND UNTIL THEIR SUCCESSORS ARE ELECTED OR APPOINTED, AS APPLICABLE, AND QUALIFIED. EACH CHARTER MEMBER SHALL HAVE THE RIGHT TO APPOINT A REPRESENTATIVE OF THE CHARTER MEMBER TO SERVE AS A CHARTER MEMBER DIRECTOR. TIER I AT-LARGE DIRECTORS SHALL BE ELECTED BY A PLURALITY VOTE OF THE TIER I MEMBERS, WHICH INCLUDE THE CHARTER MEMBERS. TIER II DIRECTORS SHALL BE ELECTED BY A PLURALITY VOTE OF THE TIER II MEMBERS. THE ASSOCIATE MEMBER DIRECTOR SHALL BE ELECTED BY A PLURALITY VOTE OF THE ASSOCIATE MEMBERS. THE CEO DIRECTOR SHALL SERVE EX-OFFICIO, FOR SO LONG AS HE OR SHE SHALL HOLD THE OFFICE OF CHIEF EXECUTIVE OFFICER. TRANSCELERATE DOES NOT PRESENTLY HAVE ANY ASSOICATE MEMBERS THEREFORE, THE ASSOICATE MEMBER BOARD SEAT IS CURRENTLY VACANT. EACH TIER I MEMBER SHALL BE ENTITLED TO THREE (3) VOTES AT EVERY MEETING OF MEMBERS ON MATTERS WHICH TIER 1 MEMBERS ARE ENTITLED TO VOTE. EACH TIER II MEMBER SHALL BE ENTITLED TO ONE (1) VOTE AT EVERY MEETING OF MEMBERS ON MATTERS WHICH TIER II MEMBERS ARE ENTITLED TO VOTE. ASSOCIATE MEMBERS SHALL BE ENTITLED TO NOTICE OF AND TO ATTEND MEETINGS OF THE MEMBERS BUT SHALL NOT BE ENTITLED TO VOTE AT SUCH MEETINGS, PROVIDED HOWEVER, ASSOCIATE MEMBERS SHALL HAVE THE RIGHT TO CAST ONE (1) VOTE EACH WITH RESPECT TO THE ELECTION OF THE NOMINEE TO FILL THE ASSOCIATE MEMBER BOARD POSITION. NOTWITHSTANDING THE ABOVE, IN ORDER TO BE ELIGIBLE TO VOTE, A MEMBER MUST BE IN GOOD STANDING AND ITS DUES AND ASSESSMENTS PAID IN FULL. FORM 990, PART VI, SECTION B, LINE 11B THE FINANCE COMMITTEE AND MANAGEMENT REVIEW AND APPROVE THE FORM 990. THE FORM IS THEN DISTRIBUTED TO ALL MEMBERS OF THE BOARD FOR THEIR REVIEW BEFORE FILING WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 15 FOR 2017, THE TRANSCELERATE EXECUTIVE COMMITTEE PREPARED AND APPROVED THE COMPENSATION PACKAGE FOR THE CEO. HOWEVER, THE TRANSCELERATE EXECUTIVE COMMITTEE HAS BEEN DISBANDED EFFECTIVE AS OF JANUARY 1, 2018; THUS, FOR 2018 AND GOING FORWARD, THE BOARD CHAIR, WITH INPUT FROM OTHER DIRECTORS OR A SUBCOMMITTEE OF THE BOARD, WILL REVIEW AND RECOMMEND THE CEO'S COMPENSATION PACKAGE FOR APPROVAL BY THE FULL BOARD. THE CEO APPROVES THE COMPENSATION FOR THE SENIOR VICE PRESIDENT OF GLOBAL OPERATIONS, ALONG WITH ALL OTHER KEY EMPLOYEES. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, FINANCIAL STATEMENTS, AND CONFLICT OF INTEREST POLICY AND OTHER CORPORATE POLICIES ARE AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 11G EXTERNAL CONTRACTOR SUPPORT: PROGRAM SERVICE EXPENSES 9,957,568. MANAGEMENT AND GENERAL EXPENSES 56,165. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 10,013,733. PROJECT MANAGEMENT FEES: PROGRAM SERVICE EXPENSES 6,581,082. MANAGEMENT AND GENERAL EXPENSES 402,875. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 6,983,957. COMMUNICATIONS FEES: PROGRAM SERVICE EXPENSES 494,041. MANAGEMENT AND GENERAL EXPENSES 435,478. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 929,519. BIOCELERATE LLC 100 FOUR FALLS CORP CENTER SUITE 65 WEST CONSHOHOCKEN PA 19428 475492971 TO IMPROVE EFFICIENCIES IN PRECLINICAL RESEARCH. DE 2333333 2991069 TRANSCELERATE BIOPHARMA INC