The Translational Genomics Research Institute

“Tgen foundation does not have employees, but shares the cost of personnel, services, facilities and expenses with tgen, a related tax-exempt organization.”

“MICHEAL KAPLAN AND BENNETT DORRANCE - Family relationship”

“THE TGEN FOUNDATION ARTICLES OF INCORPORATION WERE AMENDED TO ADD A SUPPORTED ORGANIZATION AS FOLLOWS: The corporation is organized exclusively to benefit The Translational Genomics Research Institute, an Arizona nonprofit corporation ("TGen"), Western Regional Medical Center, Inc., an Arizona nonprofit corporation ("COH Phoenix") and their respective Affiliates, by supporting TGen's, COH Phoenix's and their respective Affiliates' fundraising and development functions consistent with TGen' s, COH Phoenix's and their respective Affiliates' respective purposes, including indirectly through the support of or cooperation with organizations affiliated with TGen, COH Phoenix and their respective Affiliates that are exempt from tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and contributions to which are deductible under Section 170(c)(2) of the Code.”

“The sole corporate member of tgen foundation is the translational genomics research institute (tgen).”

“Tgen, as the sole corporate member of tgen foundation, has the right to elect the board of directors of tgen foundation.”

“The sole corporate member's approval shall be required on: (a) the election and removal of elected directors as set forth in the bylaws; (b) the adoption of any plan of merger or consolidation; (c) the sale of all or substantially all the foundation's assets in a single transaction or series of related transactions; (d) the amendment of the foundation's articles of incorporation or bylaws; (e) the institution, or consent to institution, of proceedings to adjudicate the foundation bankrupt or insolvent, or the filing of a petition seeking or consenting to reorganization or relief under any law relating to bankruptcy, insolvency, or other relief for debtors, or the consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of the foundation or of all or any substantial part of its property, or the making of any assignment for the benefit of creditors, or the admission in writing of the foundation's inability to pay its debts generally as they become due, or any steps in furtherance of such actions; and (f) those matters upon which the member is granted approval rights in the articles of incorporation, bylaws, or the arizona nonprofit corporation act. The sole corporate member has the following reserve powers: (a) appoint and remove the president; (b) approve the establishment of new corporate partnership entities created or joined by the foundation; (c) approve the foundation's execution of material contracts; and (d) approve the foundation's incurrence of material debts.”

“There are no committees with the authority to act on behalf of the governing body.”

“The form 990 is prepared by an outside accounting firm based on information provided by the tgen finance department. The form 990 is then reviewed by the finance department, other members of management and the audit and compliance committee of the city of hope. The form 990 is posted on the board website for board review prior to filing with the irs.”

“Tgen distributes a conflict of interest questionnaire annually to all director level positions and above, in addition to any officers and key employees designated by the conflict of interest committee. The questionnaires are reviewed by tgen's finance department and the office of research compliance. Those employees with conflicts are further reviewed by the conflict of interest committee to ensure an appropriate plan is set forth. Updates to the list are handled on an as-needed basis, based on contract reviews and employee information.”

“The executive compensation and governance committee of the city of hope board of directors ("committee"), pursuant to a delegation of authority from the city of hope board of directors and the tgen board of directors, is responsible for setting the compensation of the top management official. The directors on this committee are independent and adhere to a strict conflict of interest policy. Deliberation and decision making are substantiated in the minutes of the committee's meetings. The minutes are reviewed and approved at the next meeting of the committee. As part of the deliberation process, the committee receives advice from an independent, third-party compensation consultant with respect to executive compensation, including review of comparable and benchmark data, current compensation philosophy, structure, and administration of the executive compensation programs at city of hope and affiliates. The committee carries out the board of directors' overall responsibilities relating to executive compensation. The executive compensation philosophy is designed to assist in attracting and retaining the caliber of executive leadership required to enable city of hope to achieve the highest levels of community benefit, impact to clinical care, quality research and efficient philanthropic development. Under the aip and lti described in schedule j, a substantial portion of executive compensation is linked directly to performance goals approved in advance. As a result, performance compensation may vary from year to year. Goal setting under the aip is tied to annual performance, including the attainment of specific business objectives for strategic and financial performance as well as non-financial measures such as patient satisfaction and quality of patient care. The lti is designed to drive long-term organizational performance and transformation by aligning executives with the multi year strategic plan and incentivizing them to achieve key organizational and strategic objectives and goals. With three-year vesting periods, the lti also provides a means for retaining key executive talent. The committee conducts annual compensation reviews for the top management official in december.”

“The executive compensation and governance committee of the city of hope board of directors ("committee") pursuant to a delegation of authority from the city of hope board of directors and the tgen board of directors, is responsible for setting the compensation of, or establishing compensation levels for total compensation consistent with city of hope's compensation philosophy, for senior leaders at the senior vice president or equivalent level. The directors on this committee are independent and adhere to a strict conflict of interest policy. Deliberation and decision making are substantiated in the minutes of the committee's meetings. The minutes are reviewed and approved at the next meeting of the committee. As part of the deliberation process, the committee receives advice from an independent, third-party compensation consultant with respect to executive compensation, including review of comparable and benchmark data, current compensation philosophy, structure, and administration of the executive compensation programs at city of hope and affiliates. The committee carries out the board of directors' overall responsibilities relating to executive compensation. The executive compensation philosophy is designed to assist in attracting and retaining the caliber of executive leadership required to enable city of hope to achieve the highest levels of community benefit, impact to clinical care, quality research and efficient philanthropic development. Under the aip and lti described in schedule j, a substantial portion of executive compensation is linked directly to performance goals approved in advance. As a result, performance compensation may vary from year to year. Goal setting under the aip is tied to annual performance, including the attainment of specific business objectives for strategic and financial performance as well as non-financial measures such as patient satisfaction and quality of patient care. The lti is designed to drive long-term organizational performance and transformation by aligning executives with the multi year strategic plan and incentivizing them to achieve key organizational and strategic objectives and goals. With three-year vesting periods, the lti also provides a means for retaining key executive talent. The committee conducts annual compensation reviews in december to set compensation levels, or where the proposed compensation exceeds compensation levels established by the committee, compensation for senior leaders at the senior vice president or equivalent level.”

“Tgen foundation provides its governing documents and conflict of interest policy to the general public upon request.”

“Science, by nature, is an iterative process: a question and answer cycle of refinement and further experimentation in search of medical advances, whether a new diagnostic test or treatment. In this regard, tgen has helped bridge the gap between laboratory discoveries and practical applications in patient care. Our approach has led to significant strides in understanding diseases at the molecular level, paving the way for more precise diagnostic tools and groundbreaking treatments. Today, our capacity to understand and leverage information from the human genome has never been greater. Tgen's ability to bring emerging new methods for interrogating a patient's genome into the clinical care of patients, the revolution in faster and lower-cost ways of cancer detection and the paths that reach the urban, the rural and more diverse populations, has never been greater. The sequence cost per-patient over the past decade has dropped dramatically. This means tgen can sequence more patients, or sequence a patient again, to understand how their disease is progressing. As part of a national health system, this helps drive research discovery, new methods for early detection, and more clinical trials. Sequencing accuracy has also improved dramatically. This increased accuracy means tgen can detect cancer earlier - perhaps in its infancy - which leads to improved screening, post-treatment monitoring and biopsies with a low percentage of tumor present. This also allows us to expand genomic testing into more cancer types.”