Mriglobal

“The governing body has delegated authority to act on its behalf to an Executive Committee. The Executive Committee may exercise any and all powers of the Board of Directors subject to the paramount power of the Board. The Executive Committee may convene between Board meetings to make decisions that cannot be delayed until the next Board meeting. The Executive Committee members are all voting directors. Specifically, the Executive Committee is comprised of the Chair of the Board, Vice Chair of the Board, Chair of the Finance and Audit Committee, Chair of the Nominating and Governance Committee, and Chair of the Compensation and HR Committee.”

“David B. Dillon and David E. Hall - Business relationship”

“Review of 990 prior to filing the 990 is reviewed by mriglobal staff, including the cfo, controller, and general counsel. A final draft version is also reviewed by mriglobal's finance and audit committee. Each member of the board of directors receives a final draft version of the 990 prior to the applicable board of directors' meeting. Any updates resulting from the review by the finance and audit committee are presented to the board of directors at this meeting.”

“Monitoring and Enforcement of Board Independence The officers, directors, and key employees of MRIGlobal are required to complete a disclosure statement on an annual basis. The disclosures set forth on the statements are presented to the Finance and Audit Committee of the MRIGlobal Board of Directors by the MRIGlobal Compliance Officer. The Finance and Audit Committee discusses the disclosure statements to determine if any potential conflict-of-interest situations exist with respect to the officers, directors, and key employees of MRIGlobal. At the following MRIGlobal Board meeting, an executive summary of the disclosure statements is presented to the Directors and the Finance and Audit Committee reports the outcome of its discussion to the Directors. The Directors are presented the opportunity to discuss the Finance and Audit Committee's findings or any other potential conflict-of-interest issues presented in the executive summary. Ultimately, the Board of Directors will determine whether a conflict of interest exists with respect to any officer, director, or key employee of MRIGlobal. The Finance and Audit Committee's findings and the Directors' discussion of potential conflict-of-interest situations are recorded in the minutes of the Board meeting, including determination of whether a conflict of interest exists, the names of the individuals involved, the nature of the potential conflict, the action taken, and the basis on which the Board reached its decision. MRIGlobal has certain procedures with respect to addressing a conflict-of-interest transaction. Any action to be taken by MRIGlobal involving or pertaining to an individual, entity or circumstance with respect to which an officer, director, or key employee (each, a covered person) has a conflicting interest will be discussed and voted on by the Board of Directors. The covered person will leave the meeting during the discussion of, and the vote on, the transaction or arrangement that may result in a conflict of interest. In considering any such action to be taken, the Board will undertake appropriate due diligence and inform itself of all material information reasonably available to it and explore all reasonable alternatives to the proposed action that would not involve the conflict of interest. The standard for the determination of whether to undertake the proposed action is whether such action is, based on a reasonable good-faith belief, (I) in MRIGlobal's best interest, (II) for its own benefit, and (III) fair and reasonable to MRIGlobal. The Board will document whether or not the conflict-of-interest transaction was approved, the names of the persons present for the discussion and vote, the content of the discussion, whether alternatives were discussed that did not involve a conflict of interest, the basis for the determination that the transaction was (I) in MRIGlobal's best interest, (II) for its own benefit, and (III) fair and reasonable to MRIGlobal, and the record of the vote taken with respect to who voted to approve the transaction. If the Board has reasonable cause to believe that a covered person has failed to disclose a conflict-of-interest situation, it will afford the covered person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the covered person and making such further investigation as may be warranted under the circumstances, the Board determines that the covered person has in fact failed to disclose a conflict-of-interest situation, it will take appropriate corrective actions. The MRIGlobal conflict-of-interest policy requires that the officers, directors, and employees of MRIGlobal disclose any potential conflict-of-interest situation to the appropriate party, including an employee's supervisor, a representative of Human Resources, the Compliance Officer, the Board of Directors, or the MRIGlobal Ethics Hotline, upon awareness that a conflict of interest may exist. Potential conflict-of-interest situatio”

“MRIGlobal's Compensation and HR Committee (Committee) of the Board of Directors is responsible for reviewing and approving executive compensation in all areas. On an annual basis, the Committee reviews and approves compensation for executive officers of the organization. The Committee reviews and approves the CEO's performance evaluations and compensation recommendations for the executives. The Committee is informed of summary data on the organization's employee population (e.g. total personnel costs, employee diversity, turnover, etc.). The Committee utilizes compensation survey data, provided by an outside party, to benchmark compensation against similarly situated companies. The Committee's minutes document the decisions and basis used for MRIGlobal's executive compensation.”

“See response for Part VI, Line 15a”

“Governing documents, conflict of interest policy, financial statements - mriglobal's governing documents and financial statements are made available to the public upon request. Mriglobal's conflict-of-interest policy is not made available to the public.”

“(Expenses $ 10,774,120 including grants of $ 0)(Revenue $ 5,999,512) Translational Development - MRIGlobal scientists have unsurpassed technical expertise in defending against chemical and biological threats. This includes support for the discovery and development, and assessing the safety and efficacy, of regulatory compliant pre-clinical and non-clinical medical countermeasures to prevent or mitigate the adverse health effects of global health risks such as bioterrorism, infectious diseases, and chemical threat agents.”

“EQUITY IN EARNINGS OF ALLIANCE LLC - 5142884; PENSION ADJUSTMENT - -770790; Loss on uncollectible pledges - -58391; CHANGE IN FAIR VALUE OF INTEREST SWAP - -379976;”