Musculoskeletal Transplant Foundation Inc.

“Mtf is organized with two classes of membership which are (1) non- corporate membership and (2) corporate membership. The non-corporate members include academic members, recovery members and research members. The sole corporate member of mtf is biocon, inc.”

“The sole corporate member may appoint all directors subject to the following: the current chairperson and vice chair of mtf's "medical board of trustees" will be appointed to the board. Also, the current chairperson and vice chair of mtf's "donation board of trustees" will be appointed members of the board of directors.”

“Any changes that are a material change to the governing documents of the foundation (ex.by-laws or articles of incorporation) must be approved by the members of the foundation's medical board of trustees and the donation board of trustees. Final approval of these changes must be approved by the board of directors.”

“Members of the audit committee of the board of directors were provided with a paper copy of form 990 and was reviewed at an open meeting of the audit committee. Subsequent to modifications, if any, being made as a result of the audit committee meeting, the form 990 is then circulated to all members of the board of directors for their final approval before filing.”

“Mtf sends a questionnaire annually to board members requesting disclosure of any conflicts of interest. Officers and key employees are expected to voluntarily disclose any conflicts of interest. The letter includes the following: questionnaire 1. Do you or members of your family have family or business relationships (as defined below) with any of the following persons or organizations listed in attachment a? If yes, please identify the individual and explain the relationship. Family relationships include an individual's spouse, children, grand- children, siblings and the spouses of children, grandchildren and siblings. Business relationships include employment and contractural relationships and common ownerships of a business where any officers, directors or trustees, individually or together, possess more than 35% ownership interest in common. ___________________________________________________________________________ 2.do you receive compensation from any organizations, whether tax exempt or taxable, that are related to mtf? If yes, attach a statement that explains the relationship between mtf and the other organization; describe the compensation arrangement, including amounts paid to you by the related organization. Compensation includes: salary , fees, bonuses, contributions to employee benefit plan, deferred compensation plans, expense allowances, the value of the personal use of housing, automobiles, or other assets owned or leased by the organization. Definition of related organization. Organizations may be related in several ways; the relationships are not mutually exclusive. Related organizations are tax-exempt or taxable organizations related to the tax-exempt organization in one or more of the following ways: relationship 1. One organization owns or controls the other organization. Relationship 2. The same person(s) owns or controls both organizations. Relationship 3. The organizations have a relationship as supporting and supported organizations. Relationship 4. The organizations use a common paymaster. Relationship 5. The other organization pays part of the compensation that the organization would otherwise be contracturally obligated to pay. Relationship 6. The organizations conduct joint programs or share facilities or employees. Ownership. The term ownership is holding (directly or indirectly) 50% or more of the voting power in a corporation, profits interest in a partnership, or beneficial interest in a trust. Control. The term control is having 50% or more of the voting power in a governing body, or the power to appoint 50% or more of an organization's governing body, or the power to approve an organization's budgets and expenditures (an effective veto power over the organization's budgets and expenditures). Also, control can be indirect by owning or controlling another organization with such power. Common paymaster. In general, a common paymaster of a group of related corporations is any member thereof that disburses remuneration to employees of two or more of those corporations on their behalf and that is responsible for keeping books and records for the payroll with respect to those employees.”

“Executive compensation review: each year, mtf reviews and assesses the reasonableness of total compensation arrangements for our executive team, including the ceo. The analysis incorporates compensation survey data, form 990's of companies of related industries and similar size. A blend of both for-profit and not-for-profit companies is used. Every third year, mtf retains the services of an independent compensa- tion consultant to ascertain and determine that mtf is paying and providing a reasonable total compensation package to their executives and to provide an opinion letter of their findings. Compensation committee review mtf's board of directors established a compensation committee in 1995. The responsibility of the committee was to initially review and recommend to the board approval of executive and staff compensation and changes to benefits. In 2000, the authority of the committee was expanded to include the approval of such compensation and benefits and reporting such approvals to the board. The compensation committee typically meets semi-annually to review merit and bonus recommendations. A copy of the compensation committee's charter, agendas, meeting materials, and meeting minutes are maintained.”

“Yes. The process is the same as described above in line 15a.”

“Upon request, mtf will provide public documents through email, mailings, or office visits.”

“Musculoskeletal transplant foundation, inc. ("mtf" or the "foundation") is dedicated to providing quality allograft tissue for transplantation through a commitment to excellence in education, research, recovery, and care for recipients, donors and their families. Mtf continues to promote the health and welfare of the general public by (1)maximizing the availability of high quality human tissue including bone and dermal tissue; 2)supporting medical, scientific and other educational research with respect to tissue donation, recovery and transplantation; (3)educating the general public with respect to the importance and benefits of tissue donation and transplantation; and (4)otherwise promoting tissue donation through a commitment to excellence in education, research, recovery and care for donors, recipients, and their families. The musculoskeletal transplant foundation, inc. Was incorp- orated on january 30, 1987, as a district of columbia non-profit membership organization and is a 501(c)(3) organization. There is a critical need for musculoskeletal, cardiovascular, skin and ocular tissue for transplantation. In order to accomplish mtf's mission and these activities, the foundation maintains a donor recovery network, conducts donor awareness programs for the public, donates bone and other tissue for research, provides research grants, and otherwise supports bone, skin and cardiovascular tissue transplantation, research and educational programs. The foundation's membership is comprised of 501(c)(3) non-proit organizations. The membership consists of forty- seven academic members(orthopaedic teaching institutions), twenty-nine recovery organizations (organ, eye and tissue procurement organizations) throughout the united states. Biocon,inc., a non-profit 501(c)(3) organization, serves as the sole corporate member of the foundation. The foundation is responsible for the maintenance of a nationwide donor recovery network that is based on its affiliation with its recovery and referring members. This national network allows the public to quickly access needed allograft tissue. Bone and other allograft tissue recovered through this network is subject to standardized screening criteria for donation established by the foundation's medical board of trustees and donation board of trustees (described below). The foundation also maintains a quality assurance program with respect to allograft tissues recovered through the network. This program is based on the policies adopted by the american association of tissue banks and the regulations published by the food & drug administration. The foundation provides recovery organization members and the general community they serve with funding for hospital develop- ment and donor awareness services. These services also include providing training to recovery organization members, educational symposiums to both recovery organization members and hospital staff, and educational materials for use in seminars to hospital professionals and the general public. As indicated in article iii of the foundation's bylaws, a member of the foundation can be an academic medical institu- tion with an accredited residency trainng program; a federally chartered opo; or an eye/tissue bank. All members agree to support the foundation's mission either through a services and supply agreement or services and recovery agreement. Some members are eligible for research funding (see sched. I, pt. Iv for grant program overview) from the foundation upon recommendation and/or approval of either the board of directors or the medical board of trustees. Although all of the foundation's members are non-profit 501(c)(3) organizations, the foundation makes its transplantation tissue network and programs available to any person or organizations (typically through their hospitals and physicians) in need of allograft tissue. The foundation funds all costs associated with the recovery of donor tissues. It supports these costs with fees intende”

“Donor family services volunteer roles - clerical: packet development, photocopying, stocking supplies, assisting with mailings, organizing materials, filing, facilitating communication between donor families and transplant recipients, preparation and mailing of sympathy, birthday, and thinking of you cards, etc. Data entry: documentation of all support provided to families, survey data entry, support group manuals, maintaining volunteer information. Special projects: review of materials, program development, research, public relations, recognition committees, web design and information, newsletter design and information, etc. Speaker's bureau: participation with mtf staff to educate the public and professionals, media interviews, health fairs, etc. Donor family council: participation on council with other donor families through telephone calls, email, and other written communication for the following: donor family program development and implementation, including: annual recognition children's activities greeting and hospitality program program tribute book follow-up bereavement program for families review process review letter and brochures review surveys review bereavement materials ethical issues”

“Research, medical and educational purposes. Mtf's research and develop- ment has continued development of unique tissue forms for orthopadedic and general surgical applications. Mtf has met project milestones in the development of adult, allogeneic stem cells, allograft solutions for the repair of articular cartilage, and new forms of demineralized bone. Mtf continues to seek new applications for the use of the gift of allograft tissues to resolve unmet clinical needs and continues to provide special tissue for research performed by members of the armed forces institute of regenerative medicine which is an organization dedicated to developing medical therapies and treatments for wounded soldiers. During 2014, mtf launched mtf wound carea new mtf division dedicated to researching, developing and providing allograft-based, biologic solutions to treat acute and chronic wounds. Mtf wound care will initially offer two tissue forms: amniobandtm membrane, a human derived allograft placental matrix; and allopatchtm pliable, a human derived allograft dermal matrix. Both will be available in january 2015. In 2013, mtf made available two new tissue forms during the calendar year: 1)trinity elite(tm) - a third generation allograft with viable cells that provides surgeons with an alternative to autograft while providing enhanced handling and improved graft containment properties, and 2)verashield(tm) - a thin hydrophilic amniotic membrane designed to serve as a wound covering for a variety of surgical demands. In addi- tion, mtf also began distributing larger sizes of split thickness skin grafts (stsg) in sheet form up to 16cm x 35cm; the larger size can decrease operating room time, enhance patient outcomes, and make more efficient use of gifted donor tissue. During 2013, mtf announced it was the first tissue bank to receive approval to market human allografts in australia under the new australian biologics framework which was implemented by the australian therpeutic goods administration (tga)in 2011. This approval allows mtf to distribute dbx putty, flex-hd and flex-hd pliable in australia. During 2014 and 2013, mtf, with the support of its recovery partners, joined with the american society of plastic surgeons (asps) and the plastic surgery foundation (psf) in support of national breast reconstruction awareness (bra) day usa in october of each year. As a sponsor, mtf, joined the world's largest organization of board- certified plastic surgeons in a campaign to support breast cancer survivors' rights to make an informed decision when choosing which breast reconstruction option, following mastectomy, is right for them. For individual stories of donor families, please visit mtf's website at http://www.mtf.org/donor_family_stories.html and also on its youtube channel at www.youtube.com/user/themtf1. Stories about donor recipients are also available on mtf's website at http://www.mtf.org/recipient_stories.html.”

“Mtf pays independent research experts to review any grant proposals submitted to the organization for validity or merit of the proposed research project and also relationship to mtf's core mission of advancing musculoskeletal transplant science. During 2014, mtf received 80 applicactions for peer review and other grants. Mtf used 88 such independent experts to review peer-reviewed research grant projects and 10 projects were approved for funding. During 2013, mtf received 95 applicactions for peer review and other grants. Mtf used 81 such independent experts to review peer-reviewed research grant projects and 10 projects were approved for funding.”

“Mtf is not required to file form 990-t because mtf's gross income from unrelated business activities is less than 1,000. Mtf may file a form 990-t to establish net operating loss and other carry-forwards to future years.”

“CANADA”

“Unrealized gain/(loss) on fx exchange - currency -96,000 net gain on investment in bbc 4,654,000 k-1 incremental income -20,562 k-1 incremental loss 23,071 accrued grants -8,500 unrealized gain/(loss) on fx exchange - trade receivables -873,860 grants paid 1,258,687 book / tax depreciation difference 1,083,333”